8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 8, 2005

Novavax, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-26770	22-2816046
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
508 Lapp Road, Malvern, Pennsylvania		19355
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 484-913-1200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On and effective August 8, 2005, the Company entered into a Separation Agreement with Nelson M. Sims in connection with his resignation as President, Chief Executive Officer and a director of the Company. The agreement provides that Mr. Sims is to receive a cash payment of $175,000 in connection with his resignation. It also provides for the cancellation of all vested and unvested options previously granted to Mr. Sims, representing the right to purchase an aggregate 1,177,000 shares of common stock of the Company, and the award to him of 250,000 shares of restricted common stock. Each of the Company and Mr. Sims also agreed to a standard general mutual release. The Separation Agreement is revocable by Mr. Sims for a period of seven days from the date of execution. A copy of the Separation Agreement is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On August 8, 2005, in connection with the resignation of Nelson Sims as President, Chief Executive Officer and a director of the Company, the Employment Agreement by and between the Company and Mr. Sims was terminated except as set forth below. The Employment Agreement, entered into on August 7, 2003, provided for the determination of Mr. Sims’ base compensation, bonus, equity incentive awards and certain other benefits from the Company, as well as events of termination and severance payment, all of which provisions are no longer effective. The Separation Agreement entered into by the parties in connection with Mr. Sims’ resignation, however, states that Mr. Sims will continue to be bound by the sections of the Employment Agreement relating to all business to be the property of the Company, assignment of intellectual property, confidentiality and non-solicitation, with a one-year non-competition period.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 8, 2005, Nelson M. Sims resigned as President, Chief Executive Officer and a director of the Company.

On August 8, 2005, the Company’s Board of Directors elected Rahul Singhvi as President, Chief Executive Officer and as a director of the Company. Dr. Singhvi, 40, served as Senior Vice President and Chief Operating Officer of the Company from April, 2005 through August 8, 2005. From April 2004 to April 2005, Dr. Singhvi served as Vice President – Pharmaceutical Development and Manufacturing of the Company. For 10 years prior to joining the company, Dr. Singhvi served in several positions with (Merck & Co) culminating as Director with the Merck Manufacturing Division. Dr. Singhvi holds Master and Doctorate of Science Degrees in Chemical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from The Wharton School. Dr. Singhvi’s current annual salary is $250,000; Dr. Singhvi does not have an employment agreement with the Company. A copy of the Press Release announcing Mr. Sims’ resignation and Dr. Singhvi’s appointment is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

	Novavax, Inc.
August 10, 2005	By:	Dennis W. Genge
		Name: Dennis W. Genge
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Separation Agreement, dated August 8, 2005, by and between the Company and Nelson M. Sims.
99.2	Press Release, dated August 9, 2005.

EX-99.1

SEPARATION AGREEMENT

AGREEMENT entered into as of the 8th day of August, 2005, between Novavax, Inc., a Delaware corporation (“Employer”) and Nelson M. Sims (“Employee”).

WHEREAS, Employer employs Employee as its President and Chief Executive Officer and Employee serves also as an officer and a director of Employer (the ”Board”); and

WHEREAS, Employer and Employee have agreed to terminate their employment relationship and Employee has resigned as a member of the Board as of August 8, 2005.

NOW THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties agree as follows:

1. Employee’s employment was terminated effective August 8, 2005, and Employee resigned as an employee, officer and member of the Board of Employer and all of its subsidiaries effective August 8, 2005. All agreements and contracts relating to such employment and directorship and Employee’s compensation and benefits, including but not limited to, the employment agreement dated as of August 7, 2003, between Employer and Employee (the “Employment Agreement”) and all agreements relating to Employer’s option plans, are hereby terminated without any further liability of the parties to each other thereunder except as set forth in this Agreement.

In consideration of Employee’s eligibility for the separation pay and benefits set forth below in Section 3, which consideration Employee acknowledges is sufficient, Employee hereby releases Employer and its subsidiaries and their respective officers, directors, employees, agents and representatives from any and all claims, demands, losses, expenses, rights, entitlements and liabilities whatsoever, whether actual or contingent, known or unknown existing as of the date hereof or a previous date, including, but not limited to any and all liability to Employee arising out of or in connection with Employee’s employment or directorship; including but not limited to, claims for back pay, for reinstatement, for severance pay or benefits other than as set forth herein or for recovery of any losses or other damages to Employee or his property resulting from any alleged violation of local, state or federal law, such as (but not limited to) claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §200 et seq. (prohibiting discrimination on account of race, sex, national origin or religion); the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (prohibiting discrimination on account of age), the Americans with Disabilities Act of 1990, 42 U.S.C. §12, 101 et seq., (prohibiting discrimination on account of disabilities), or any similar federal, state, or local law relating to Employee’s employment. provided, however, that such release shall not cover any liability arising under this Agreement nor shall it cover Employee’s rights to the shares of common stock, $.01 par value of Employer (the “Common Stock”) owned by him.

2. Employee represents that he holds, as of the date hereof, options under the Company’s stock option plans (the ”Plans”) to purchase 1,177,000 shares of Common Stock and was granted the right to receive an option for 120,000 shares of Common Stock that was not granted by the Board (the right to obtain an option and the granted options together, the “Options”). Effective on the date the separation benefits hereunder are paid, the agreements pursuant to which the Options were granted or otherwise mentioned shall be terminated and the Options shall cease to exist.

3. (a) Employee’s salary has been paid through July 31, 2005. Employer shall pay on or before August 15, 2005, in accordance with applicable law (and not part of the separation compensation hereunder), the pro-rata portion of Employee’s salary from August 1, 2005, through August 8, 2005 equal to $8,333.34 and expense reimbursement in the amount of $113.23. These amounts constitute all amounts owed by Employer to Employee relating to Employee’s employment with Employer under applicable law.

(b) Employer agrees to pay or provide, as consideration for the release provided herein and the other agreements made by Employee hereunder, the following amounts or benefits:

(i) a total of $175,000, paid in a lump sum, via direct deposit through Employer’s payroll system in the same manner as payments are currently made to Employee, within one business day of the expiration of the revocation period referenced in Section 10 of this Agreement;

(ii) a total of 250,000 shares of Common Stock of Employer, which shall be restricted stock under Rule 144 promulgated pursuant to the Securities Act of 1933, as amended and to provide Employer’s transfer agent instructions for the issuance of a certificate for said shares promptly upon the expiration of the revocation period referenced in Section 10 of this Agreement;

(iii) an amount equal to $2,500 to enable Employee to buy a laptop computer to replace the Employer’s computer he currently uses, through Employer’s payroll system in the same manner as payments are currently made to Employee within two business days of the expiration of the revocation period referenced in Section 10 of this Agreement;

(iv) the continued use through December 31, 2005 of the Blackberry device currently used by Employee, to enable Employee continued means of communicating with Employer’s personnel; and

(v) Employee’s actual, reasonable, out-of-pocket legal expenses incurred in connection with this Agreement, up to $3,000.

(c) To the extent Employer maintains directors and officers errors and omissions insurance, Employer agrees to use commercially reasonable efforts to ensure that such insurance covers Employee for his actions and omissions to act in his capacity as an officer or director of Employer during the term of his employment for claims made during the period ending August 8, 2010, to the same extent as is applicable to other current and former officers and directors.

(d) Employer agrees to continue to provide after the date of this Agreement, the indemnification with respect to Employee’s acts and omissions to act in his capacity as an officer and director of Employer during the term of his employment with Employer that is provided to officers and directors of Employer pursuant to Employer’s Certificate of Incorporation. For avoidance of doubt the type of indemnification to which this Section 3(d) refers is the indemnification set forth in Article Ninth of Employer’s Certificate of Incorporation as in effect on the date hereof.

4. The payments to Employee as specified in Sections 3(a) and 3(b)shall be subject to withholding of all applicable taxes consistent with Employer’s past practice and applicable law. Employer acknowledges that Employee represents that he is a Florida resident as of the date of this Agreement.

5. Employer and its subsidiaries hereby release Employee from any and all claims, demands and liabilities whatsoever, whether actual or contingent, existing as of the date hereof, including, but not limited to, any and all liability of Employee to Employer and/or its subsidiaries arising from his employment by or service as a member of the Board of Employer or such subsidiaries; provided, however, that such release shall not cover any liability arising under this Agreement or due to a breach of his continuing obligation of confidentiality with respect to Employer’s proprietary, non-public and confidential information.

6. Employee represents that he has returned to Employer all of Employer’s property in his possession, custody or control, (other than the Blackberry device referenced above) including, but not limited to, the laptop computer he currently uses, all documents and computer-stored information and all copies thereof, and all communication and other equipment, keys and credit or telephone cards.

7. Each party hereto agrees not to take any action which disparages or criticizes the other or (with respect to Employer) its management, directors, practices, actions or omissions to act. Each party agrees not to take any action with disrupts or impairs the normal business or operations of the other, including actions that would result in the filing of any claims, lawsuits or charges against the other as a result of anything that has occurred before today or today. Each party agrees not to take any action that violates this Agreement or harms the reputation of the other with the customers or suppliers of the other or with the public, including the investment community. Each party agrees not to pursue any individual claim against the other, its affiliated entities or its officers, directors, employees, representatives or agents, by filing a lawsuit in any local, state or federal court because of anything that occurred before today or today as result of Employee’s employment with or directorship of Employer; provided, however, that this Section shall not apply to any claims arising under this Agreement. Employer agrees that it will promptly notify all executive officers and directors of the Employer’s obligations under this Section 7 and will instruct each such executive officer and director to comply with the requirements of this Section in his communications regarding Employee, Employee’s employment with the Employer and the termination of such employment.

8. Employee shall continue to be bound by Sections 9 (All Business to be Property of the Company; Assignment of Intellectual Property), 10 (Confidentiality) and 12 (Non-Solicitation Agreement) of the Employment Agreement. For purposes of Section 12, the ”Non-competition Period” shall be one year from the date this Agreement is executed by both parties hereto.

9. Employer has carefully reviewed this Agreement with his attorney, having been advised in writing to do so, has had the opportunity to obtain all advice and information he deems necessary with respect to the matters covered by this Agreement and has been given a period of at least 21 days or longer if required by state or local law, to review this Agreement.

10. Employee understands that he may revoke this Agreement entirely by delivering a signed notice of revocation to Employer within seven (7) days (or longer period if required under state or local law) after he signs this Agreement. In that event, this Agreement will be canceled and void and Employee will not be entitled to any of the separation benefits described in this Agreement and neither party shall have any rights or obligations arising under it. Employer agrees to provide the separation benefits described in this Agreement promptly upon the expiration of the revocation period described in Section 3 above. Employer agrees that in the event that Employee does not receive the separation benefits described in Sections 3(b)(i), 3(b)(iii) and 3(b)(v) above by the end of the second business day following receipt of a notice from Employee (which may be sent by e-mail or by facsimile addressed to the Company, attention Dennis Genge at 484 913 0152 or dgenge@novavax.com with a copy to Sharon Goddard White at 617 225-0205 or sgw@wwvlaw.com) that Employee has not received such benefits as of the end of the second business day following the expiration of the revocation period referenced in this Section 10, Employee shall be entitled to receive from Employer (and Employer agrees to promptly pay) (i) the amount of Separation Pay specified in Section 8(b)(i) of the Employment Agreement, (ii) $33,334 pursuant to Section 6(c) of the Employment Agreement and (iii) $14,286 in additional compensation.

11. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.

12. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

13. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.

14. All references in this Agreement to ”Employer” shall be deemed to include any and all of Employer’s direct or indirect subsidiaries to the extent the context may require.

15. In the event that litigation involving the Employer arises in which the Employee is a witness or has relevant knowledge or information, the Employee will provide such cooperation as the Employer shall reasonably request and the Employee will be reimbursed by the Employer for all reasonable business and travel related costs.

16. The parties have agreed to a jointly approved press release relating to this Agreement, which is attached hereto as Exhibit A.

17. The parties hereto agree that the execution of this Agreement and compliance with its terms shall not constitute an admission by either party of any liability or wrongdoing whatsoever.

18. In any litigation arising out of this Agreement, including appeals, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney’s fees.

19. The provisions of this Agreement shall be severable, and the invalidity of any provision shall not affect the validity of other provisions.

20. Employee acknowledges that he has carefully read this Agreement, understands its meaning and intent, that he has not been coerced into signing this Agreement and that he voluntarily agrees to abide by its terms. Employee acknowledges that the separation benefits described in this Agreement are sufficient consideration for his signing it and that no other promise or agreement of any kind has been made to him by Employer to cause him to execute this Agreement and that the only consideration for his execution of this Agreement is set forth in this document.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYER:

NOVAVAX, INC.

By: /s/ Gary C. Evans

Gary C. Evans, Chairman of the Board

EMPLOYEE:

/s/ Nelson M. Sims

Nelson M. Sims

FOR IMMEDIATE RELEASE

NASDAQ symbol: NVAX

NOVAVAX ANNOUNCES NEW PRESIDENT, CEO and BOARD MEMBER

MALVERN, PA., August 9, 2005 – Novavax, Inc. (Nasdaq: NVAX), a specialty biopharmaceutical company, announced Dr. Rahul Singhvi has been appointed President and CEO of Novavax effective today. He has also been elected a director of the Company. Dr. Singhvi’s appointment follows the decision of Nelson M. Sims to retire immediately from his position as President, CEO and Director of Novavax.

“During the last year, Novavax has continued to make significant progress in the development of new micellar nanoparticle (MNP) based products, including non-hormone compounds. The implementation of a rigorous target selection and product development process, instituted by Dr. Singhvi, has enabled the Company to expand its pipeline to ten new products within attractive markets,” said Gary C. Evans, Chairman of the Board of Directors of Novavax. “The Board has been most impressed by Dr. Singhvi’s contributions since he joined the Company in April, 2004. Dr. Singhvi’s broad scientific experience within the pharmaceutical industry makes him an excellent choice to lead the Company into our planned new product development focus. Separately, the Board wishes Nelson Sims and his family the best and thanks him for his past contributions including the revamping of the Novavax management team.”

Dr. Rahul Singhvi, President and CEO of Novavax, Inc. commented, “I joined Novavax because of its innovative drug delivery and vaccine technologies. By coupling the strength of our proprietary technologies with our manufacturing capabilities, Novavax is in a position to advance and grow our pipeline. Our management team is excited about the opportunities that exist within this Company. Our job is to now convince the marketplace why we are so excited.”

Prior to joining Novavax in 2004, Dr. Singhvi had eleven years of extensive experience in the pharmaceutical industry, including serving as a Director within the manufacturing division of Merck & Company. Dr. Singhvi holds Master and Doctorate of Science degrees in Chemical Engineering from MIT and a Master of Business Administration from The Wharton School.

In addition to the appointment of Dr. Singhvi, the Company has appointed Mr. Raymond J. Hage Jr. as Senior Vice President and Chief Operating Officer. Most recently Mr. Hage served as Vice President of Corporate Development of Novavax.

About Novavax, Inc.
Novavax, Inc. is a specialty biopharmaceutical company focused on the research, development and commercialization of products utilizing its proprietary drug delivery and biological technologies for large and growing markets. Novavax currently markets and distributes a line of prescription pharmaceutical products, including its topical emulsion for estrogen therapy ESTRASORB^®, and prenatal vitamins.

Statements made in this press release that state Novavax’s or management’s intentions, hopes, beliefs, expectations, or predictions of the future are forward-looking statements. Forward-looking statements include but are not limited to statements regarding usage of cash, product sales, future product development and related clinical trials and future research and development, including FDA approval. Novavax’s actual results could differ materially from those expressed in such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among other things, the following: general economic and business conditions; ability to enter into future collaborations with industry partners, including an ESTRASORB^® licensing agreement; competition; unexpected changes in technologies and technological advances; ability to obtain rights to technology; ability to obtain and enforce patents; ability to commercialize and manufacture products; ability to establish and maintain commercial-scale manufacturing capabilities; results of clinical studies; progress of research and development activities; business abilities and judgment of personnel; availability of qualified personnel; changes in, or failure to comply with, governmental regulations; the ability to obtain adequate financing in the future through product licensing, co-promotional arrangements, public or private equity financing or otherwise; and other factors referenced herein. Additional information is contained in Novavax’s annual report on Form 10K for the year ended December 31, 2004 and quarterly report on Form 10Q for the quarter ended March 31, 2005, incorporated herein by reference. Statements made herein should be read in conjunction with Novavax’s annual and quarterly reports filed with the SEC. Copies of these filings may be obtained by contacting Novavax at 508 Lapp Road, Malvern, PA 19355 Tel 484-913-1200 or the SEC at www.sec.gov.

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For further information:

INVESTOR RELATIONS

Dr. Rahul Singhvi, President and CEO

Rita Freedman, Manager Investor Relations

Novavax Inc.

Tel: (484) 913-1200

Email: rfreedman@novavax.com