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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-24469
GENVEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2705690
- -------------------------------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
65 WEST WATKINS MILL ROAD, GAITHERSBURG, MARYLAND 20878
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (240) 632-0740
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
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Common Stock, $.001 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K / /
As of February 28, 2001, the aggregate market value of the voting stock held by
non-affiliates of the Registrant based on the closing sale price of such stock
as reported by the Nasdaq National Market on such date was $66,440,496. For
purposes of this calculation, shares of common stock held by directors, officers
and stockholders whose ownership exceeds ten percent of the common stock
outstanding at February 28, 2001 were excluded. Exclusion of such shares held by
any person should not be construed to indicate that the person possesses the
power, direct or indirect, to direct or cause the direction of the management or
policies of the registrant, or that the person is controlled by or under common
control with the registrant.
As of April 15, 2001, there were 17,956,392 shares of the registrant's common
stock, par value $0.001 per share, outstanding.
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EXPLANATORY NOTE:
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This Amendment No. 1 to the Form 10-K for the fiscal year ended December 31,
2000 reflects the addition of the information required by Part III of Form 10-K,
which was omitted in reliance on General Instruction G(3) thereto. We have made
no further changes to the previously filed Form 10-K. Except as otherwise
specifically noted, all information in this Form 10-K/A is as of December 31,
2000 and does not reflect any subsequent information or events.
TABLE OF CONTENTS
PART III DESCRIPTION PAGE NO.
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Item 10. Directors and Executive Officers of the Registrant........................ 2
Item 11. Executive Compensation.................................................... 4
Item 12. Security Ownership of Certain Beneficial Owners and Management............ 8
Item 13. Certain Relationships and Related Transactions............................ 11
1
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding our Executive Officers is included in our
original Form 10-K under the heading "Executive Officers of the Registrant."
The following sets forth the names and ages, as of April 30, 2001,
of the nominees for election to the Board of Directors at the 2001 annual
meeting of stockholders, as well as the directors whose terms will continue,
their respective positions and offices with the Company, the period during
which each has served as a director of the Company and their principal
occupations or employment during the past five years.
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
Hal S. Broderson, M.D. (1) (2) 43 Director 1992
Harry T. Rein (3) 56 Director 1995
Gregory F. Zaic, Ph.D. (1) (2) 53 Director 1992
Wendell Wierenga, Ph.D. (2) 53 Director 1998
Herbert J. Conrad (1) (3) 68 Chairman of the Board of Directors 1994
Wayne Hockmeyer, Ph.D. 56 Director 2000
Paul H. Fischer, Ph.D. (3) 51 President, Chief Executive Officer and 1996
Director
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Executive Committee
DIRECTORS TO BE NOMINATED AT 2001 ANNUAL MEETING
HAL S. BRODERSON, M.D. has served as a director of the Company since
our inception in 1992. From December 1992 to September 1993, he served as
President. From 1988 to the present, he has been a general partner of Cashon
Biomedical Associates, L.P., which is the managing general partner of the
Hillman Medical Ventures Partnerships. Dr. Broderson is currently President of
Rock Hill Ventures, Inc., a venture capital and management firm.
HARRY T. REIN has served as a director of the Company since September
1995. He was a principal founder of Canaan Partners in 1987, a venture capital
firm, and has served as Managing General Partner since its inception. He is also
a director of Anadigics, Inc. and OraPharma, Inc.
2
DIRECTORS WHOSE TERMS EXPIRE IN 2002
GREGORY F. ZAIC has served as a director of the Company since its
inception in 1992. From May 1993 to September 1993, Mr. Zaic served as Chief
Executive Officer and from May 1993 to September 1996, he was Chairman of the
Board of Directors. Since 1987, he has been a general partner of Prince
Ventures, L.P., a venture capital firm. Mr. Zaic is also a director of Aronex
Pharmaceuticals, Inc. and Xylos Corporation.
WENDELL WIERENGA, Ph.D. has served as a director of the Company since
April 1998. Dr. Wierenga is currently President and CEO of Syrrx, Inc., a
biotechnology company. From 1990 until September 2000, Dr. Wierenga was with the
Parke-Davis Pharmaceutical Research division of the Warner-Lambert Company, a
wholly owned subsidiary of Pfizer Inc., a pharmaceutical company, most recently
as Senior Vice President of Worldwide Preclinical Research, Development and
Technologies. Dr. Wierenga also currently serves as a director of Aurora
Biosciences Corporation, Onyx Pharmaceuticals and Xenoport, Inc.
DIRECTORS WHOSE TERMS EXPIRE IN 2003
HERBERT J. CONRAD has served as Chairman of the Board of Directors
since September 1996, and as a director since August 1994. Mr. Conrad also
served as Chief Executive Officer from September 1996 to December 1996. Mr.
Conrad is also a director of Sicor Inc., Bio-Technology General Corp., UroCor,
Inc. and Reliant Pharmaceuticals, Inc.
WAYNE HOCKMEYER, Ph.D. has served as a director of GenVec since
December 2000. Dr. Hockmeyer is currently Chairman of MedImmune, Inc., a
biotechnology company he founded in April 1988. From 1988 until October 2000,
Dr. Hockmeyer served as MedImmune's President and Chief Executive Officer. He
was elected to serve on MedImmune's Board of Directors in May 1988 and became
Chairman in May 1993. Dr. Hockmeyer also currently serves as a director of
Digene Corporation, Aviron, Intermune Pharmaceuticals, Inc. and Advanced Pharma.
PAUL H. FISCHER, Ph.D. has been President and Chief Executive Officer
and a director since November 1996, and has served in various positions with the
Company since March 1995, including Executive Vice President and Chief Operating
Officer and Vice President of Research and Development.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Such executive officers, directors and
greater than 10% beneficial owners are required by SEC regulation to furnish
the Company with copies of all Section 16(a) reports filed by such reporting
persons.
3
Based solely on the Company's review of copies of such reports
furnished to the Company and written representations that no other reports were
required during fiscal 2000, the Company believes that all Section 16(a) filing
requirements applicable to the Company's executive officers, directors, and
greater than 10% beneficial owners were complied with, except that Dr.
Hockmeyer's Initial Statement of Beneficial Ownership of Securities on Form 3
and change in Beneficial Ownership on Form 4 was not filed timely, Mr. Church's
purchase of 1,000 Shares in the Company's initial public offering in December
2000 was not reported timely on Form 4, and Dr. Kovesdi's exercise of options in
December 2000 and January 2001 were not reported timely on Form 4. The required
forms have since been filed with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation paid or
accrued by the Company to the Chief Executive Officer and to the next four most
highly compensated executive officers whose annual compensation exceeded
$100,000 for 2000 for services rendered to the Company during the years ended
December 31, 2000 and 1999.
SUMMARY COMPENSATION TABLE
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LONG-TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
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SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION
($) ($) (#) (2)
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Paul H. Fischer, Ph.D. 2000 $256,608 $50,800 - $2,625
President, Chief Executive Officer and 1999 $237,600 $20,203 150,000 -
Director
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Jeffrey W. Church, Chief Financial Officer, 2000 $189,590 $33,366 37,500 $2,625
Treasurer and Corporate Secretary 1999 $177,188 $5,326 - -
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Imre Kovesdi, Ph.D. 2000 $176,390 $29,460 15,000 $2,625
Vice President, Chief Science Officer 1999 $167,991 $19,856 19,500 -
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Henrik S. Rasmussen, M.D., Ph.D. 2000 $198,075 $32,248 37,500 $2,625
Vice President, Clinical Operations 1999 (1) (1) 112,500 -
and Regulatory Affairs
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Thomas E. Smart 2000 $186,000 $29,460 46,873 $2,625
Senior Vice President of Corporate 1999 $160,500 $18,262 48,750 -
Development
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(1) Dr. Rasmussen joined GenVec in April, 1999. His annual salary for 1999
was $190,000. Dr. Rasmussen received a $20,000 sign-on bonus.
(2) Represents the Company's contribution to GenVec's 401-K Defined
Contribution Plan.
4
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth grants of stock options made during the
year ended December 31, 2000, to each of the individuals listed in the Summary
Compensation Table.
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NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS VALUE AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE RATES OF STOCK PRICE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION APPRECIATION FOR OPTION
NAME GRANTED (1) 2000 SHARE DATE TERM (2)
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5% 10%
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Paul H. Fischer, Ph.D. - - - - - -
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Jeffrey W. Church 37,500 5.6% $4.67 9/13/2010 $145,564 $335,518
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Imre Kovesdi, Ph.D. 15,000 2.2% $4.67 9/13/2010 $58,225 $134,207
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Henrik Rasmussen, M.D., 37,500 5.6% $4.67 9/13/2010 $145,564 $335,518
Ph.D.
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Thomas E. Smart 37,499 5.6% $7.47 3/22/2010 $40,563 $230,512
9,374 1.4% $4.67 6/7/2010 $36,387 $83,871
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(1) All options vest 6/48th after six months from the date of grant and the
remainder pro rata monthly over the ensuring 42 months. The Company's
1993 Stock Incentive Plan provides that in the event GenVec merges with
or into another company, or GenVec sells substantially all of its
assets, each option will fully vest and become exercisable.
(2) In accordance with the rules and regulations of the SEC, such gains
are based on assumed rates of annual compound stock appreciation of
5% and 10% from the date on which the options were granted over the
full term of the options. The rates do not represent the Company's
estimate or projection of future Common Stock prices, and no
assurance can be given that these rates of annual compound stock
appreciation will be achieved.
5
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
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NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 2000 AT DECEMBER 31, 2000
ACQUIRED ------------------------------- ------------------------------
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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Paul H. Fischer,
Ph.D. -- -- 496,305 11,737 $3,771,793 $79,225
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Jeffrey W. Church -- -- 61,249 81,251 $413,431 $476,444
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Imre Kovesdi,
Ph.D. 5,000 $45,550 86,175 28,407 $761,840 $143,507
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Henrik S.
Rasmussen
M.D., Ph.D. -- -- 46,873 103,126 $248,427 $528,943
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Thomas E. Smart -- -- 129,718 79,816 $960,910 $330,596
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COMPENSATION OF DIRECTORS
Each non-employee director receives $2,000 per Board meeting attended,
$650 per committee meeting attended and $3,000 per quarter as a retainer.
Directors may be reimbursed for some expenses in connection with attendance at
Board and committee meetings.
Under the 2000 Director Plan, each new non-employee director
receives nondiscretionary, automatic grants of options to purchase 10,000
shares of Common Stock upon the effective date such non-employee director
joins the Board. Under the amendments to the plan to be voted on at the 2001
annual meeting of stockholders this number will increase to 20,000 shares.
Each non-employee director who has served on the Board for at least six
months receives a nondiscretionary, automatic grant of options to purchase
6,000 shares of Common Stock on the date of each annual meeting of
stockholders, plus an option for an additional 3,000 Shares for each
committee such director serves on. Each option granted under the Director
Plan also becomes exercisable ratably over a four-year period.
See "Compensation Committee Interlocks and Insider Participation"
for a description of the Company's consulting agreement with our Chairman,
Mr. Herbert J. Conrad.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
On March 9, 1995, the Company entered into a letter of employment with
Paul H. Fischer, Ph.D., to serve as Vice President of Research and Development.
On November 7, 1996, Dr. Fischer was named President and Chief Executive
Officer. Under the terms of the letter, Dr.
6
Fischer receives an annual salary of at least $170,000. The terms of the letter
also provide for the continued payment of Dr. Fischer's salary should he be
terminated without cause. These salary payments will be paid for nine months
from the effective date of such termination, but will cease if Dr. Fischer
becomes permanently employed at the same or a greater salary during the
nine-month period. Dr. Fischer entered into a letter agreement with us regarding
proprietary information, inventions and non-competition.
On August 24, 1998, the Company entered into a letter of employment
with Jeffrey W. Church to serve as Chief Financial Officer. Under the terms of
the letter, Mr. Church receives an annual salary of at least $175,000, with an
anticipated annual performance bonus of up to 25% of his salary, subject to the
achievement of particular milestones. The terms of the letter also provide for
at-will employment and for the continued payment of Mr. Church's salary should
he be terminated without cause. These salary payments will be paid for six
months from the effective date of such termination, but will cease if Mr. Church
becomes permanently employed at the same or a greater salary during the
six-month period. Mr. Church entered into a letter agreement with us regarding
proprietary information, inventions and non-competition.
On June 6, 1993, the Company entered into a letter of employment with
Dr. Imre Kovesdi to serve as Chief Scientific Officer. Under the terms of the
letter, Dr. Kovesdi receives an annual salary of at least $100,000. The terms of
the letter also provide for the continued payment of Dr. Kovesdi's salary should
he be terminated without cause. These salary payments will be paid for twelve
months from the effective date of such termination, but will cease if Dr.
Kovesdi becomes permanently employed at the same time or a greater salary during
the twelve-month period. On June 11, 1993, Dr. Kovesdi entered into a letter
agreement with us regarding proprietary information, inventions and
non-competition.
On April 15, 1999, the Company entered into a letter of employment with
Henrik Rasmussen, M.D., Ph.D., to serve as Vice President of Clinical Operations
and Regulatory Affairs. Under the terms of the letter, Dr. Rasmussen receives an
annual salary of at least $190,000 and is eligible for a bonus, in accordance
with our current compensation plan, based on achievement of corporate and
individual goals. The terms of the letter also provide for at-will employment
and for the continued payment of Dr. Rasmussen's salary should he be terminated
without cause. These salary payments will be paid for six months from the
effective date of such termination, but will cease if Dr. Rasmussen becomes
permanently employed at the same or a greater salary during the six-month
period. Dr. Rasmussen entered into a letter agreement with us regarding
proprietary information, inventions and non-competition.
On March 9, 1995, the Company entered into a letter of employment with
Thomas E. Smart to serve as Executive Director of Corporate Development. In
January 2000, Mr. Smart was named Senior Vice President of Corporate
Development. Under the terms of the letter, Mr. Smart receives an annual salary
of at least $110,000 plus bonus. The terms of the letter also provide for the
continued payment of Mr. Smart's salary should he be terminated without cause.
These salary payments will be paid for six months from the effective date of
such termination, but will cease if Mr. Smart becomes permanently employed at
the same or a greater salary during the six-month period. Mr. Smart entered into
a letter agreement with us regarding proprietary information, inventions and
non-competition.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our compensation committee consists of Mr. Conrad, Mr. Zaic and
Dr. Broderson. On March 1, 2000, the Company entered into a consulting
agreement with Mr. Conrad, the chairman of the Board of Directors and of the
compensation committee. Under the agreement, Mr. Conrad will consult with us
for a minimum of five days per month for $1,500 per day.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of April 15,
2001, regarding the beneficial ownership of the Company's Common Stock by (i)
those persons known to the Company to be the beneficial owners of more than 5%
of the outstanding shares of Common Stock, (ii) each of the individuals listed
in the "Summary Compensation Table" below, (iii) each of director of the
Company, and (iv) all current directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of
the SEC computing the number of shares of Common Stock beneficially owned by
a person and the percentage ownership of that person. Shares of Common Stock
subject to options currently exercisable or exercisable within 60 days after
April 15, 2001 are considered outstanding for the purpose of computing the
percentage ownership of the person holding such options, but are not
considered outstanding when computing the percentage ownership of each other
person.
Except as indicated in the footnotes to this table, each stockholder
named in the table below has sole voting and investment power for the shares
shown as beneficially owned by them. Percentage of ownership is based on
17,956,392 shares of Common Stock outstanding on April 15, 2001.
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NUMBER OF PERCENTAGE OF
NAME OF BENEFICIAL OWNER SHARES OWNED CLASS OWNED
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Pfizer, Inc. (1) 1,925,538 10.7%
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Highland Capital Partners (2) 1,875,000 10.4%
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Hillman Medical Ventures Partnerships (3) 1,652,539 9.2%
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Biotech Growth SA (4) 1,401,185 7.8%
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Genentech, Inc. (5) 1,101,863 6.1%
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Wellington Management Company, LLP (6) 900,000 5.0%
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Herbert J. Conrad (7) 84,194 *
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Hal S. Broderson, M.D. (7) (8) 1,667,539 9.3%
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Wayne Hockmeyer, Ph.D. (7) - -
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Harry T. Rein (7) (9) 472,626 2.6%
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Wendell Wierenga, Ph.D. (7) 30,000 *
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Gregory F. Zaic (7) (10) 846,268 4.7%
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Paul H. Fischer, Ph.D. (7) 521,890 2.8%
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Jeffrey W. Church (7) 80,216 *
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C. Richter King, Ph.D. (7) 81,713 *
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Imre Kovesdi, Ph.D. (7) 131,266 *
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Henrik S. Rasmussen (7) 65,622 *
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Thomas E. Smart (7) 207,669 1.1%
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Grant Yonehiro (7) 101,723 *
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All directors and executive officers as a group (13 persons) 4,290,727 22.4%
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8
* Represents ownership that does not exceed 1% of the outstanding shares
of the Company's Common Stock.
- ---------------------------
(1) The Warner-Lambert Company, a wholly owned subsidiary of Pfizer, Inc,
holds these shares of Common Stock. The address for Pfizer, Inc. is
2800 Plymouth Road, Ann Arbor, MI, 48105.
(2) The address for Highland Capital Partners is Two International Place,
Boston, MA, 02110. The number of shares of Common Stock beneficially
owned includes 1,800,000 shares of Common Stock held by Highland
Capital Partners IV Limited Partnership ("Highland Capital") and 75,000
shares of Common Stock held by Highland Entrepreneurs' Fund IV Limited
Partnership. This information is based on a Schedule 13G filed with the
SEC on February 5, 2001, which showed Highland Capital as being the
record owner of and having shared voting and shared dispositive power
with respect to 1,800,000 shares of Common Stock and sole voting and
sole dispositive power with respect to no shares of Common Stock,
Highland Management Partners IV LLC ("Highland Management") having
shared voting and shared dispositive power with respect to 1,800,000
shares of Common Stock and sole voting and sole dispositive power with
respect to no shares of Common Stock as the sole general partner of
Highland Capital, and Robert F. Higgins, Paul A. Maeder, Daniel J.
Nova, Keith E. Benjamin and Wycliffe K. Grousbeck as each having shared
voting and shared dispositive power with respect to 1,875,000 shares of
Common Stock and sole voting and sole dispositive power with respect to
no shares of Common Stock as managing members of Highland Management.
(3) The address for Hillman Medical Ventures Partnerships is c/o Rock Hill
Ventures, Inc., One Tower Bridge, Suite 1350, 100 Front Street, West
Conshohocken, PA 19428, Attention: Hal S. Broderson, M.D. This
information is based on a Schedule 13G filed with the SEC on February
14, 2001, which showed C.G. Grefenstette as a trustee, Henry L. Hillman
as a trustee, Elsie Hilliard Hillman as a trustee, Charles G. Hadley,
Hal S. Broderson, Ronald J. Brenner, Henry L. Hillman, Elsie Hilliard
Hillman and C.G. Grefenstette as trustees of the Henry L. Hillman Trust
U/A dated November 18, 1985, The Hillman Company, Wilmington
Investments, Inc., Wilmington Securities, Inc., Hillman/Dover Limited
Partnership and Cashon Biomedical Associates L.P. each having shared
voting and shared dispositive power with respect to 1,652,540 shares of
Common Stock and sole voting and sole dispositive power with respect to
no shares of Common Stock, Hillman Medical Ventures 1992 L.P. having
sole voting and sole dispositive power with respect to 127,118 shares
of Common Stock and shared voting and shared dispositive power with
respect to no shares of Common Stock, and Hillman Medical Ventures 1993
L.P. and Hillman Medical Ventures 1994 L.P. each having sole voting and
sole dispositive power with respect to 762,711 shares of Common Stock
and shared voting and shared dispositive power with respect to no
shares of Common Stock. 127,118 shares of Common Stock are owned of
record and beneficially by Hillman Medical Ventures 1992 L.P., a
Delaware limited partnership ("HMV 92"). Hillman/Dover Limited
Partnership and Cashon Biomedical Associates L.P. are general partners
of HMV 92. Wilmington Securities, Inc. is the sole general partner of
Hillman/Dover Limited Partnership. Wilmington Securities, Inc. is a
wholly owned subsidiary of Wilmington Investments, Inc. Wilmington
Investments, Inc. is a wholly owned subsidiary of The Hillman Company,
which is controlled by the HLH Trust. Charles G. Hadley, Hal S.
Broderson and Ronald J. Brenner are general partners of Cashon
Biomedical Associates L.P. 762,711 shares of Common Stock are owned of
record and beneficially by Hillman Medical Ventures 1993 L.P., a
Delaware limited partnership ("HMV 93"). Hillman/Dover Limited
Partnership and Cashon Biomedical Associates L.P. are general partners
of HMV 93. Wilmington Securities, Inc. is the sole general partner of
Hillman/Dover Limited Partnership. Wilmington Securities, Inc. is a
wholly owned subsidiary of Wilmington Investments, Inc. Wilmington
Investments, Inc. is a wholly owned subsidiary of The Hillman Company,
which is controlled by the HLH Trust. Charles G. Hadley, Hal S.
Broderson and Ronald J. Brenner are general partners of Cashon
Biomedical Associates L.P. 762,711 shares of Common Stock are owned of
record and beneficially by
9
Hillman Medical Ventures 1994 L.P., a Delaware limited partnership
("HMV 94"). Hillman/Dover Limited Partnership and Cashon Biomedical
Associates L.P. are general partners of HMV 94. Wilmington Securities,
Inc. is the sole general partner of Hillman/Dover Limited Partnership.
Wilmington Securities, Inc. is a wholly owned subsidiary of Wilmington
Investments, Inc. Wilmington Investments, Inc. is a wholly owned
subsidiary of The Hillman Company, which is controlled by the HLH
Trust. Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner are
general partners of Cashon Biomedical Associates L.P.
(4) The address for Biotech Growth SA is Calle 53, Urbanizacion Obarrio,
Torre Swiss Bank, Piso 16, Panama City, Zona 1, Republic of Panama.
This information is based on a Schedule 13G filed with the SEC on
February 14, 2001, which reported that BB Biotech AG and Biotech Growth
S.A. each held shared voting and shared dispositive power with respect
to 1,401,185 shares of Common Stock and sole voting and sole
dispositive power with respect to no shares of Common Stock. Biotech
Growth SA is the record holder of the shares of Common Stock. BB
Biotech AG is the parent company of Biotech Growth SA and therefore may
be deemed to be the beneficial owner of the shares of Common Stock.
(5) The address for Genentech, Inc. is One DNA Way, South San Francisco, CA
94080.
(6) The address for Wellington Management Company LLP is 75 State Street,
Boston, MA, 02109. This information is based on a Schedule 13G filed
with the SEC on February 13, 2001, which reported sole voting power for
no shares of Common Stock, shared voting power for 814,300 shares of
Common Stock, sole dispositive power for no and shared dispositive
power for 900,000 . Wellington Management Company LLP's ownership is
based upon its being the parent holding company for Wellington Trust
Company, NA. The reported here are held of record by clients of
Wellington Management Company LLP. and are reported based on Wellington
Management Company LLP's capacity as investment adviser.
(7) Includes shares of Common Stock issuable upon exercise of options that
are exercisable within 60 days in the following amounts: Herbert J.
Conrad, 76,093 shares; Hal S. Broderson, 15,000 shares; Wayne
Hockmeyer, no shares; Harry T. Rein, 15,000 shares; Wendell Wierenga,
30,000 shares; Gregory F. Zaic, 15,000 shares; Paul H. Fischer, 502,824
shares; Jeffrey W. Church, 79,216 shares; C. Richter King, 81,713
shares; Imre Kovesdi, 86,018 shares; Henrik S. Rasmussen, 65,622
shares; Thomas E. Smart, 144,111 shares; and Grant Yonehiro, 91,555
shares.
(8) The number of shares of Common Stock beneficially owned by Dr.
Broderson includes 127,117 shares of Common Stock owned by Hillman
Medical Ventures 1992 L.P., 762,711 shares of Common Stock owned by
Hillman Medical Ventures 1993 L.P. and 762,711 shares of Common Stock
owned by Hillman Medical Ventures 1994 L.P. The general partners of the
Hillman Medical Ventures partnerships are Cashon Biomedical Associates
L.P. and Hillman/Dover Limited Partnership. The general partners of
Cashon are Hal S. Broderson, Ronald J. Brenner and Charles G. Hadley.
The general partner of Hillman/Dover is a wholly owned subsidiary of
The Hillman Company, a firm engaged in diversified investments and
operations. The Hillman Company is controlled by Henry L. Hillman,
Elsie Hilliard Hillman and C.G. Grefenstette, Trustees of the Henry L.
Hillman Trust. The Cashon General Partners and the Trustees may be
deemed to be the beneficial owners of the 1,652,539 owned by the
Hillman Medical Ventures partnerships.
(9) The number of shares of Common Stock owned by Mr. Rein includes 24,483
shares of Common Stock held by Canaan Capital, L.P., 204,330 shares of
Common Stock held by Canaan Capital Offshore L.P., C.V. and 228,813
shares of Common Stock held by Canaan S.B.I.C., L.P. Mr. Rein disclaims
beneficial ownership of these shares of Common Stock.
(10) The number of shares of Common Stock owned by Mr. Zaic consists of
826,268 shares of Common Stock held by Prince Venture Partners III,
L.P. Mr. Zaic disclaims beneficial ownership of these shares of Common
Stock.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In July 1997, the Company entered into a Stock Purchase Agreement with
the Warner-Lambert Company, which was acquired by Pfizer Inc. in June 2000 and
is now a wholly-owned subsidiary of Pfizer, which allows the Company to require
Warner-Lambert to purchase up to $20.0 million worth of capital stock in five
separate transactions based on the occurrence of particular milestones. Between
December 1997 and July 1999, Warner-Lambert had purchased shares of our E1, E2
and E3 Preferred Stock. All of the preferred stock issued to Warner-Lambert was
converted into 1,821,228 shares of Common Stock upon the closing of the
Company's initial public offering in December 2000. In addition, Warner-Lambert
purchased 421,052 shares of Common Stock at a price of $11.875 per share
concurrent with our initial public offering. Wendell Wierenga, one of our
directors, was the Senior Vice President of Worldwide Preclinical Research,
Development and Technologies for the Parke-Davis Pharmaceuticals Research
Division of Warner-Lambert until September 2000.
In July 1997, the Company also entered into a Research, Development and
Collaboration Agreement with Warner-Lambert. Under this agreement,
Warner-Lambert agreed to manufacture products that we develop jointly for
worldwide commercial sale (excluding Asia). The agreement was amended in January
of 1999. Under the amendment, the Company is responsible for collaborating on
the development of a manufacturing process for the jointly developed products.
On March 1, 2000, the Company entered into a consulting agreement with
Mr. Herbert J. Conrad, the chairman of the Board of Directors. Under the
agreement, Mr. Conrad will consult with us for a minimum of five days per month
for $1,500 per day.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
GENVEC, INC.
Date: April 27, 2001 By: /s/ PAUL H. FISCHER, Ph.D.
-----------------------------
Paul H. Fischer, Ph.D., President,
Chief Executive Officer and Director
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