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): September 21, 2012

GENVEC, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24469	23-2705690
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

65 West Watkins Mill Road, Gaithersburg, Maryland	20878
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 632 0740

(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))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 – Financial Information

Item 2.05 Costs Associated with Exit or Disposal Activities.

On September 25, 2012, GenVec, Inc. (the “Company”) announced that it is lowering its operating costs to conserve capital, including eliminating 23 positions, or approximately 30% of its workforce. The Company estimates that the cost reductions realized by this reduction in workforce will allow it to fund its operations through the third quarter of 2014. The Company expects that this reduction in workforce, which is pursuant to a course of action committed to on September 21, 2012, will be substantially completed in the third quarter of 2012, with one position remaining into the fourth quarter of 2012.

The Company estimates that approximately $0.66 million of expenses will be incurred in the third quarter of 2012 due to the costs of reducing its workforce, $0.44 million of which will result in cash expenditures in the fourth quarter of 2012 and the remaining amount will result in cash expenditures ratably over the first three quarters of 2013.

Forward-Looking Statements

The statements above about cost reductions, costs, the timing of the reduction in workforce, amounts of future cash expenditures and the expectation with respect to the sufficiency of funds for operations, among other statements, are forward-looking statements and are subject to a number of assumptions. Actual results and experience may differ materially as a result of various important factors, including the factors and risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended December 31, 2011 and subsequent Forms 10-Q. The Company may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, this reduction in workforce.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) In connection with the reduction in workforce described above in Item 2.05, on September 24, 2012, the employment of one of the Company’s named executive officers, Michael C. Tucker, Vice President, Legal Affairs and Strategy, was terminated effective September 28, 2012.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

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A copy of the press release regarding the announcement of the reduction in workforce described above is attached hereto and incorporated herein by reference as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Press release of GenVec, Inc., dated September 25, 2012

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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.

	GENVEC, INC.
Date: September 25, 2012	By:	/s/ Douglas J. Swirsky
		Douglas J. Swirsky
		Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

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EXHIBIT INDEX

Number	Description
99.1	Press release of GenVec, Inc. dated September 25, 2012

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EX-99.1

Exhibit 99.1

	65 West Watkins Mill Road
	Gaithersburg, MD 20878
	tel:  240-632-0740
	fax:  240-632-0735
	www.genvec.com

FOR IMMEDIATE RELEASE

Retail Investor and Media Contact:	Institutional Investor Contact:
GenVec, Inc.	S.A. Noonan Communications
Douglas J. Swirsky	Susan A. Noonan
(240) 632-5510	(212) 966-3650
dswirsky@genvec.com	susan@sanoonan.com

GENVEC ANNOUNCES REDUCTION IN WORKFORCE

GAITHERSBURG, MD –– September 25, 2012 –– GenVec, Inc. (Nasdaq: GNVC) announced today that it is lowering its operating costs to conserve capital including eliminating 23 positions, or approximately 30% of its workforce.

“While it is a difficult decision to eliminate positions in our talented and dedicated workforce, this move is necessary to ensure that our costs are more closely aligned with our resources and business strategy,” said Cynthia Collins, GenVec’s President and Chief Executive Officer. “Expenses are being reduced in virtually all areas, but we have focused on limiting the impact on our collaboration with Novartis to develop treatments for hearing loss and balance disorders. We continue to believe that this important program has the potential to be extremely valuable to our shareholders.”

GenVec ended the second quarter of 2012 with approximately $20.9 million in cash, cash equivalents, and short term investments. Approximately $0.66 million of expenses are expected to be incurred in the third quarter of 2012 due to the costs of reducing GenVec’s workforce. “In response to reduced revenue expectations for 2013, these cost reductions will allow us to fund our operations through the third quarter of 2014 exclusive of milestones we are eligible to receive under our collaboration with Novartis,” said Douglas Swirsky, GenVec’s Senior Vice President and Chief Financial Officer. “GenVec remains focused on advancing its technology and product opportunities through collaborations.”

About GenVec

GenVec is a biopharmaceutical company using differentiated, proprietary technologies to create superior therapeutics and vaccines. A key component of our strategy is to develop and commercialize our product candidates through collaborations. GenVec is working with leading companies and organizations such as Novartis, Merial, and the U.S. Government to support a portfolio of product programs that address the prevention and treatment of a number of significant human and animal health concerns. GenVec’s development programs address therapeutic areas such as hearing loss and balance disorders; as well as vaccines against infectious diseases including respiratory syncytial virus (RSV), herpes simplex virus (HSV), dengue fever, malaria, and human immunodeficiency virus (HIV). In the area of animal health we are developing vaccines against foot-and-mouth disease (FMD). Additional information about GenVec is available at www.genvec.com and in the Company’s various filings with the Securities and Exchange Commission.

Statements herein relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding funding, grants, collaborations, revenues, cash burn rates, the development of products and the success of the Company’s collaborations, including with Novartis and Merial, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. GenVec cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the failure by GenVec to secure and maintain relationships with collaborators; risks relating to the early stage of GenVec’s product candidates under development; uncertainties relating to research and development activities; risks relating to the commercialization, if any, of GenVec’s proposed product candidates; dependence on the efforts of collaborators and third parties; dependence on intellectual property; currently unanticipated expenses, and risks that we may lack the financial resources and access to capital to fund our operations. Further information on the factors and risks that could affect GenVec’s business, financial conditions and results of operations, are contained in GenVec’s filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. These forward-looking statements speak only as of the date of this press release, and GenVec assumes no duty to update forward-looking statements.

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