As filed with the Securities and Exchange Commission on June 27, 1997.
File No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VICAL INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 93-0948554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9373 Towne Centre Drive, Suite 100 92121
San Diego, California (Zip Code)
(Address of Principal
Executive Offices)
1992 STOCK PLAN OF VICAL INCORPORATED
(Full title of the plan)
ALAIN B. SCHREIBER, M.D. Copy to:
President and Chief Executive Officer THOMAS E. SPARKS, JR.
VICAL INCORPORATED PILLSBURY MADISON & SUTRO LLP
9373 Towne Centre Drive, Suite 100 Post Office Box 7880
San Diego, California 92121 San Francisco, California 94120
(619) 453-9900 (415) 983-1000
- -------------------------------------- -------------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered(1) Share(2) Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 700,000 shares $13.50 $9,450,000 $2,864
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(1) Calculated pursuant to General Instruction E to Form S-8
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
of the Registrant's Common Stock as reported on The Nasdaq National Market
on June 24, 1997.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on April 9, 1993 (File No. 33-60826) and on July 15,
1994 (File No. 33-81602) are hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-K (File No. 0-21088) for the
fiscal year ended December 31, 1996, which contains, among other things, the
financial statements of Registrant for the fiscal year ended December 31, 1996
together with the report thereon of Arthur Andersen LLP, independent public
accountants.
(2) Registrant's Quarterly Report on Form 10-Q (File No. 0-21088) for
the quarter ended March 31, 1997.
(3) The description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-A (File No. 0-21088).
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on June 26,
1997.
VICAL INCORPORATED
By /s/ Alain B. Schreiber
-------------------------------------
Alain B. Schreiber
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alain B. Schreiber or Martha J. Demski
his attorney-in-fact, with power of substitution for him in any and all
capacities, to sign any amendments to this Registration Statement, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Alain B. Schreiber, M.D. President, Chief Executive June 26, 1997
- ----------------------------------- Officer (Principal Executive
Alain B. Schreiber, M.D. Officer) and Director
/s/ Martha J. Demski Vice President, Chief Financial June 26, 1997
- ----------------------------------- Officer, Secretary and Treasurer
Martha J. Demski (Principal Financial Officer and
Accounting Officer)
June 26, 1997
/s/ Robert C. Bellas, Jr.
- ----------------------------------- Director June 26, 1997
Robert C. Bellas, Jr.
Signature Title Date
--------- ----- ----
/s/ Patrick F. Latterell
- ----------------------------------- Director June 26, 1997
Patrick F. Latterell
/s/ Fred A. Middleton
- ----------------------------------- Director June 26, 1997
Fred A. Middleton
/s/ Philip M. Young
- ----------------------------------- Director June 18, 1997
Philip M. Young
/s/ Dale A. Smith
- ----------------------------------- Director June 26, 1997
Dale A. Smith
- ----------------------------------- Director June 26, 1997
M. Blake Ingle
/s/ Gary A. Lyons
- ---------------------------------- Director June 26, 1997
Gary A. Lyons
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
5.1 Opinion regarding legality of securities to 5
be offered.
10.1 1992 Stock Plan of Vical Incorporated. 6
23.1 Consent of Arthur Andersen LLP 21
23.2 Consent of Pillsbury Madison & Sutro LLP 22
(included in Exhibit 5.1).
25.1 Power of Attorney (see page 3).