<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
REGISTRATION NO. 333-47408
--------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENVEC, INC.
(Exact name of Registrant as specified in its charter)
--------------------------
<TABLE>
<S> <C> <C>
DELAWARE 2834 23-2705690
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>
65 WEST WATKINS MILL ROAD
GAITHERSBURG, MARYLAND 20878
(240) 632-0740
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
DR. PAUL H. FISCHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENVEC, INC.
65 WEST WATKINS MILL ROAD
GAITHERSBURG, MARYLAND 20878
(240) 632-0740
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
STEVEN KAPLAN, ESQ. JEFFREY SMALL, ESQ.
ARNOLD & PORTER DAVIS POLK & WARDWELL
555 TWELFTH STREET, NW 450 LEXINGTON AVENUE
WASHINGTON, DC 20004 NEW YORK, NEW YORK 10017
(202) 942-5000 (212) 450-4000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, as amended (the "Securities Act"), 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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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, check
the following box. / /
--------------------------
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, AS AMENDED, 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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<PAGE>
EXPLANTORY NOTE
This amendment number 3 is being filed solely for the purpose of filing
exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than underwriting
discounts and commissions, payable by GenVec in connection with the sale of the
common stock being registered. All amounts shown are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.
<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
----------
<S> <C>
SEC registration fee........................................ $ 19,430
NASD filing fee............................................. 7,860
Nasdaq National Market listing fee.......................... 90,000
Printing and engraving expenses............................. 200,000
Legal fees and expenses..................................... 600,000
Accounting fees and expenses................................ 200,000
Blue sky qualification fees and expenses.................... 25,000
Transfer agent and registrar fees........................... 3,500
Miscellaneous expenses...................................... 54,210
----------
Total................................................... $1,200,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors and any corporate agents in the terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The Registrant's Restated
Certificate of Incorporation to be filed upon the closing of the offering to
which this Registration Statement relates (Exhibit 3.1 hereto) and the
Registrant's Bylaws (Exhibit 3.2 hereto) provides for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and executive
officers that require the Registrant among other things to indemnify them
against certain liabilities that may arise by reason of their status or service
as directors to the fullest extent not prohibited by Delaware law.
The Underwriting Agreement provides for indemnification by the Underwriters of
the Registrant, its directors and officers, and by the Registrant of the
Underwriters, for certain liabilities, including liabilities arising under the
Act, and affords certain rights of contribution with respect thereto.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since January 1997, the Registrant has issued and sold the following
unregistered securities:
(1) From January 1, 1997 to September 30, 2000, Registrant granted options to
purchase 2,587,217 shares of Common Stock pursuant to its Amended and
Restated 1993 Stock Incentive Plan at exercise prices ranging from $2.36 per
share to $7.47 per share.
II-1
<PAGE>
(2) From January 1, 1997 to September 30, 2000, Registrant issued and sold an
aggregate of 150,185 shares of Common Stock to its employees, directors and
consultants upon exercise of stock options granted pursuant to Registrant's
Amended and Restated 1993 Stock Incentive Plan at exercise prices ranging
from $0.39 to $4.20 for an aggregate consideration of $143,897.
(3) In October 1997, Registrant issued and sold an aggregate of 75,329 shares of
Class E Convertible Preferred Stock to Fuso Pharmaceuticals Industries, Ltd.
for an aggregate cash consideration of approximately $1.0 million.
(4) In December 1997, Registrant issued and sold an aggregate of 154,963 shares
of Class E-1 Convertible Preferred Stock to Warner-Lambert Company for an
aggregate cash consideration of approximately $2.0 million. Wendell
Wierenga, a director of the Registrant, was the Senior Vice President of
Worldwide Preclinical Research, Development and Technologies for the
Parke-Davis Pharmaceuticals Research division of Warner-Lambert Company.
(5) In December 1998, Registrant issued and sold an aggregate of 1,000,000
shares of Class F Convertible Preferred Stock to Highland Capital Partners
IV LP and Highland Entrepreneurs' Fund IV L.P. for an aggregate cash
consideration of approximately $7.0 million. Included in this transaction
were 375,000 common stock warrants exercisable at $.01 per share which were
subsequently exercised in April 2000 for an aggregate cash consideration of
$2,500. Lee Wrubel, a former director of the Registrant, was a principal at
Highland Capital Partners.
(6) In March 1999, Registrant issued and sold an aggregate of 266,666 shares of
Class E-2 Convertible Preferred Stock to Warner-Lambert Company for an
aggregate cash consideration of approximately $3.0 million.
(7) In July 1999, Registrant issued and sold an aggregate of 386,473 shares of
Class E-3 Convertible Preferred Stock to Warner-Lambert Company for an
aggregate cash consideration of approximately $5.0 million.
There were no underwriters employed in connection with any of the above
transactions. See "Related Party Transactions" in the form of the Prospectus
included herein.
The sales of the securities described in Items 15(1) and 15(2) were deemed to be
exempt from registration under the Securities Act in reliance on Rule 701
promulgated under Section 3(b)of the Securities Act as transactions pursuant to
compensatory benefit plans and contracts relating to compensation as provided
under such Rule 701. The sale of securities described in Items 15 (3) through 15
(7) were deemed to be exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act, or Regulation D promulgated
thereunder, as transactions by an issuer not involving a public offering. The
recipients of securities in each such transaction represented their intention to
acquire the securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed to
the share certificates and other instruments issued in such transactions. All
recipients either received adequate information about the Registrant or had
access, through employment or other relationships, to such information.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Amended & Restated Certificate of Incorporation, to be
effective at or prior to the closing of the offering.**
3.1(a) Form of Amendment to Amended and Restated Certificate of
Incorporation.**
3.2 Amended & Restated Bylaws, to be effective at or prior to
the closing of the offering.**
4.1 Specimen Common Stock Certificate.**
5.1 Opinion of Arnold & Porter.
10.1 Form of Indemnification Agreement for Directors and
Officers.**
10.2 Amended and Restated 1993 Stock Incentive Plan and forms of
agreements thereunder.**
10.3 2000 Employee Stock Purchase Plan, and form of agreement
thereunder.**
10.4 2000 Director Option Plan.**
10.5 Research, Development and Collaboration Agreement dated
July 21, 1997 between the Warner-Lambert Company and the
Registrant.+
10.5.1 Amendment 1 to Research, Development and Collaboration
Agreement between Warner-Lambert Company and Registrant
effective January 1, 1999.+
10.6 Stock Purchase Agreement dated July 21, 1997 between the
Warner-Lambert Company and the Registrant.**
10.7 License Agreement dated May 31, 1996 between Scios, Inc. and
the Registrant.+
10.8 Collaboration Agreement dated September 26, 1997 between
Fuso Pharmaceutical Industries, Ltd. and the Registrant.+
10.9 Commercialization Agreement dated September 26, 1997 between
Fuso Pharmaceutical Industries Ltd. and the Registrant.+
10.10 License Agreement dated February 1, 1998 between Asahi
Chemical Industry Co., Ltd. and the Registrant.+**
10.11 Sponsored Research Agreement dated April 1, 1998 between
Cornell University and the Registrant.+**
10.12 Amended and Restated Exclusive License Agreement dated
April 1, 1993 between Cornell University and the
Registrant.+**
10.13 Lease Agreement dated May 4, 1999 between MOR BENNINGTON
LLLP and Registrant.**
10.14 Consulting Agreement dated March 17, 1999 between the
Registrant and Herbert J. Conrad, and amendment number 1
thereto dated March 1, 2000.**
10.15 Amended and Restated Registration Rights Agreement dated
December 2, 1998 among the Registrant and certain
stockholders.**
10.16 Patent License Agreement dated January 8, 2000 between the
Registrant and the Public Health Service, as amended, and
amendment number 1 hereto dated March 9, 2000.+
10.17 License Agreement dated June 30, 1996 between the Registrant
and the University of Pittsburgh -- of the Commonwealth
system of Higher Education, and amendments thereto.+
10.18 Employment Agreement between the Registrant and Paul H.
Fischer, Ph.D. dated March 1, 1995.**
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.19 Employment Agreement between the Registrant and Imre
Kovesdi, Ph.D. dated June 3, 1993**
10.20 Employment Agreement between the Registrant and Thomas E.
Smart dated March 7, 1995.**
10.21 Employment Agreement between the Registrant and Henrik
Rasmussen, M.D., Ph.D. dated April 13, 1999.**
10.22 Employment Agreement between the Registrant and C. Richter
King, Ph.D. dated April 8, 1998.**
10.23 Employment Agreement between the Registrant and Jeffrey W.
Church dated July 28, 1998.**
10.24 Form of Confidentiality, Invention and Non-Compete
Agreement.**
10.25 Form of Confidentiality, Invention and Non-Compete
Agreement.**
23.1 Consent of KPMG LLP.**
23.2 Consent of Arnold & Porter (included in Exhibit 5.1).
23.3 Consent of Leydig, Voit & Mayer, Ltd.
24.1 Power of Attorney (included as part of signature page).**
27.1 Financial Data Schedule (available in EDGAR format only).**
</TABLE>
--------------
** previously filed
+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. The omitted portions have been filed with the
Commission pursuant to our application for confidential treatment.
(B) FINANCIAL STATEMENT SCHEDULES
Schedules not listed above have been omitted because the information required to
be set forth therein is not applicable or is shown in the financial statements
or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(a) It will provide to the Underwriters at the closing as specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, 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 or 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
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question 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.
(c) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
II-4
<PAGE>
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Securities Act, 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the
Registrant has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Gaithersburg, Maryland, on the 7th day of December, 2000.
<TABLE>
<S> <C> <C>
GENVEC, INC.
By: /s/ PAUL H. FISCHER
--------------------------------------
Paul H. Fischer
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ PAUL H. FISCHER Director, President and
-------------------------------------- Chief Executive
Paul H. Fischer Officer (Principal
Executive Officer) December 7, 2000
/s/ JEFFREY W. CHURCH Chief Financial Officer,
-------------------------------------- Treasurer, and
Jeffrey W. Church Secretary (Principal
Financial and
Accounting Officer December 7, 2000
* Director
--------------------------------------
Hal S. Broderson December 7, 2000
* Director
--------------------------------------
Herbert J. Conrad December 7, 2000
* Director
--------------------------------------
Harry T. Rein December 7, 2000
* Director
--------------------------------------
Wendell Wierenga December 7, 2000
* Director
--------------------------------------
Gregory Zaic December 7, 2000
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ PAUL H. FISCHER
----------------------------------------
Paul H. Fischer, Ph.D
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Amended & Restated Certificate of Incorporation, to be
effective at or prior to the closing of the offering.**
3.1(a) Form of Amendment to Amended and Restated Certificate of
Incorporation.**
3.2 Amended & Restated Bylaws, to be effective at or prior to
the closing of the offering.**
4.1 Specimen Common Stock Certificate.**
5.1 Opinion of Arnold & Porter.
10.1 Form of Indemnification Agreement for Directors and
Officers.**
10.2 Amended and Restated 1993 Stock Incentive Plan and forms of
agreements thereunder.**
10.3 2000 Employee Stock Purchase Plan, and form of agreement
thereunder.**
10.4 2000 Director Option Plan.**
10.5 Research, Development and Collaboration Agreement dated
July 21, 1997 between the Warner-Lambert Company and the
Registrant.+
10.5.1 Amendment 1 to Research, Development and Collaboration
Agreement between Warner-Lambert Company and Registrant
effective January 1, 1999.+
10.6 Stock Purchase Agreement dated July 21, 1997 between the
Warner-Lambert Company and the Registrant.**
10.7 License Agreement dated May 31, 1996 between Scios, Inc. and
the Registrant.+
10.8 Collaboration Agreement dated September 26, 1997 between
Fuso Pharmaceutical Industries, Ltd. and the Registrant.+
10.9 Commercialization Agreement dated September 26, 1997 between
Fuso Pharmaceutical Industries Ltd. and the Registrant.+
10.10 License Agreement dated February 1, 1998 between Asahi
Chemical Industry Co., Ltd. and the Registrant.+**
10.11 Sponsored Research Agreement dated April 1, 1998 between
Cornell University and the Registrant.+**
10.12 Amended and Restated Exclusive License Agreement dated
April 1, 1993 between Cornell University and the
Registrant.+**
10.13 Lease Agreement dated May 4, 1999 between MOR BENNINGTON
LLLP and Registrant.**
10.14 Consulting Agreement dated March 17, 1999 between the
Registrant and Herbert J. Conrad, and amendment number 1
thereto dated March 1, 2000.**
10.15 Amended and Restated Registration Rights Agreement dated
December 2, 1998 among the Registrant and certain
stockholders.**
10.16 Patent License Agreement dated January 8, 2000 between the
Registrant and the Public Health Service, as amended, and
amendment number 1 hereto dated March 9, 2000.+
10.17 License Agreement dated June 30, 1996 between the Registrant
and the University of Pittsburgh -- of the Commonwealth
system of Higher Education, and amendments thereto.+
10.18 Employment Agreement between the Registrant and Paul H.
Fischer, Ph.D. dated March 1, 1995.**
10.19 Employment Agreement between the Registrant and Imre
Kovesdi, Ph.D. dated June 3, 1993**
10.20 Employment Agreement between the Registrant and Thomas E.
Smart dated March 7, 1995.**
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.21 Employment Agreement between the Registrant and Henrik
Rasmussen, M.D., Ph.D. dated April 13, 1999.**
10.22 Employment Agreement between the Registrant and C. Richter
King, Ph.D. dated April 8, 1998.**
10.23 Employment Agreement between the Registrant and Jeffrey W.
Church dated July 28, 1998.**
10.24 Form of Confidentiality, Invention and Non-Compete
Agreement.**
10.25 Form of Confidentiality, Invention and Non-Compete
Agreement.**
23.1 Consent of KPMG LLP.**
23.2 Consent of Arnold & Porter (included in Exhibit 5.1).
23.3 Consent of Leydig, Voit & Mayer, Ltd.
24.1 Power of Attorney (included as part of signature page).**
27.1 Financial Data Schedule (available in EDGAR format only).**
</TABLE>
--------------
** previously filed
+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. The omitted portions have been filed with the
Commission pursuant to our application for confidential treatment.
