1
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 10, 1999
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 or organization) File No.) Identification No.)
8320 GUILFORD ROAD, COLUMBIA, MD 21046
-------------------------------- -----
(Address of principal executive offices) (Zip code)
(301) 854-3900
--------------
Registrant's telephone number, including area code
NOT APPLICABLE
--------------
(Former name or former address, if changed since last report)
1
2
NOVAVAX, INC.
ITEMS TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 10, 1999, the Company acquired substantially all of the assets
(excluding cash and accounts receivable) of the Biomedical Services Laboratory
("BSL") division of DynCorp of Reston, Virginia for $592,000 in cash and assumed
liabilities of approximately $60,000. In addition, DynCorp entered into a
five-year non-competition agreement, for which Novavax will make four quarterly
payments of $37,000 each, commencing on November 10, 1999. The research and
development activities of BSL have been and will continue to be conducted in a
leased 12,000 square foot facility located in Rockville, Maryland. The
acquisition will be accounted for under the purchase method of accounting for
business combinations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. It is impractical at the
present time to provide this information. This information will be filed
as soon as practical, but in any event not later than October 24, 1999.
(b) Pro Forma Financial Information. It is impractical at the present time to
provide this information. This information will be filed as soon as
practical, but in any event not later than October 24, 1999.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of August 10, 1999, by and
among DynCorp, DynCorp Biotechnology and Health Services, Inc.
and Novavax, Inc.
2
3
NOVAVAX, INC.
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 duly authorized.
NOVAVAX, INC.
(Registrant)
Date: August 25, 1999 By: /s/ Donald J. MacPhee
-------------------------
Donald J. MacPhee
Vice President and Treasurer
Chief Financial Officer
(Principal Financial and Accounting
Officer)
3