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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 4, 2000
NOVAVAX, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26770 22-2816046
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File No.) Identification No.)
8320 GUILFORD ROAD, COLUMBIA, MD 21046
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(Address of principal executive offices) (Zip code)
(301) 854-3900
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 4, 2000, Novavax, Inc. ("Novavax" or the "Company")
entered into an Agreement and Plan of Merger (the "Agreement") to acquire
privately held Fielding Pharmaceutical Company ("Fielding"), based in St. Louis,
Missouri, which sells, markets and distributes a proprietary line of
pharmaceutical products focused on women's health. Under the terms of the
Agreement, Fielding will merge into a wholly-owned subsidiary of Novavax. The
stockholders of Fielding will receive $31.5 million, consisting of $13.0 million
in cash and the remainder in shares of common stock of the Company. An
additional $5.0 million in either common stock or cash could be paid to former
Fielding shareholders upon the successful and timely achievement of certain
milestones relating to the financial performance of Fielding over the next 12 to
18 months. As part of the transaction, Fielding will have the option to nominate
one member to the Board of Directors of Novavax. The transaction is subject to
customary closing conditions and is contingent upon Novavax's receipt of
satisfactory financing. The acquisition will be accounted for under the purchase
method of accounting for business acquisitions. Established in 1959, Fielding
markets women's healthcare products nationally to obstetricians and
gynecologists through its 64 member sales force. Fielding's products include
Nestabs(R), a complete line of pre-natal vitamins, Gynodiol(R), an oral form of
estrogen replacement therapy, as well as several other over-the-counter women's
healthcare products. Fielding fills, packages and warehouses all of its own
products, which are purchased from contract manufacturers. For the year ended
December 31, 1999, Fielding recorded approximately $11.6 million in revenue.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. It is impractical at this
time to provide this information. This information will be filed as
soon as practical, but in any event not later than December 18, 2000.
(b) Pro Forma Financial Information. It is impractical at this time to
provide this information. This information will be filed as soon as
practical, but in any event not later than December 18, 2000.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of October 4, 2000, by and
among Novavax, Inc., Fielding Acquisition Corporation (a
wholly-owned subsidiary of Novavax, Inc.), The Fielding
Pharmaceutical Company, MB Packaging Co. (an affiliate of
Fielding Pharmaceutical Company), Melissa E. Georges, William E.
Georges, John P. Gauthier, Jr., Joe D. Ducharme and Credit
Shelter Trust A of the George P. Georges Revocable Trust dated
November 12, 1992.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NOVAVAX, INC.
Date: October 18, 2000 By:
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Dennis W. Genge, Vice President and
Chief Financial Officer