e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2007
NOVAVAX,
INC.
(Exact
name of Registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of incorporation or
organization)
|
|
0-26770
(Commission File Number)
|
|
22-2816046
(I.R.S. Employer Identification No.) |
| |
|
|
9920 Belward Campus Drive
Rockville, Maryland
(Address of principal executive offices)
|
|
20850
(Zip Code) |
| |
|
|
| Registrant’s telephone number,
including area code: (240) 268-2000
|
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 (see General
Instruction A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
On August 2, 2007, the Board of Directors of Novavax, Inc. (the “Company”) adopted amendments (the
“Amendments”) to sections 4.2, 4.3 and 4.4 of the Company’s Amended and Restated By-laws to permit the
Company to issue uncertificated securities through a direct registration program as required by the
NASDAQ Marketplace Rules.
The foregoing description of the Amendments is qualified in its entirety by the full text of the
Amendments, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| |
3.1 |
|
Amendments to the Amended and Restated By-laws of Novavax, Inc. |
| |
| |
3.2 |
|
Amended and Restated By-laws of Novavax, Inc., as amended |
2
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, thereunto duly authorized.
| |
|
|
|
|
|
|
| |
|
Novavax, Inc.
(Registrant) |
|
|
|
|
|
|
|
|
|
August 8, 2007
|
|
By: |
|
/s/ Len Stigliano
|
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
Len Stigliano |
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer,
Treasurer |
|
|
3