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) July 20, 2009
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-26770
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22-2816046 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 9920 Belward Campus Drive |
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| Rockville, Maryland
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20850 |
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Registrant’s telephone number, including area code: (240) 268-2000
(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 7.01. Regulation FD Disclosure.
On July 20, 2009, the Board of Directors of Novavax, Inc. (the “Company”) appointed John J.
Trizzino as its Senior Vice President, International and Government Alliances. Pursuant to an
employment agreement (the “Agreement”) between the Company and Mr. Trizzino dated as of July 16,
2009, Mr. Trizzino will receive an annual compensation of $285,000. Mr. Trizzino will participate
in the Company’s bonus program and is eligible for a target bonus of 40% of his base salary per
year. On the date of the Agreement, the Company granted Mr. Trizzino options to acquire 220,000
shares of common stock of the Company, which vest over three years. Mr. Trizzino is entitled to
participate in the Company’s Amended and Restated Change in Control Benefits Plan, which provides
that he receive twelve months severance in the event that the executive is terminated in connection
with a change in control of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibits |
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Description |
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99.1
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Press Release regarding John Trizzino dated July 21, 2009 |
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
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Novavax, Inc.
(Registrant)
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| July 21, 2009 |
By: |
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Name: |
/s/ Rahul Singhvi |
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Title: |
President & CEO |
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