As filed with the Securities and Exchange Commission on July 31, 1998. File No. 333-_______ - -------------------------------------------------------------------------------- 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 San Diego, California 92121 - ------------------------------------ ------------------------------------ (Address of Principal (Zip Code) Executive Offices) STOCK INCENTIVE PLAN OF VICAL INCORPORATED ------------------------------------------ (Full title of the plan) Copy to: ALAIN B. SCHREIBER, M.D. THOMAS E. SPARKS, JR. President and Chief Executive Officer PILLSBURY MADISON & SUTRO LLP VICAL INCORPORATED Post Office Box 7880 9373 Towne Centre Drive, Suite 100 San Francisco, California 94120 San Diego, California 92121 (415) 983-1000 ------------------------------------ ------------------------------------ (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee Share(2) Price(2) - ----------------------------------------------------------------------------------------------------------- Common Stock, 750,000 shares $13.75 $10,312,500 $3,043 $.01 par value - -----------------------------------------------------------------------------------------------------------
(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 July 29, 1998. -------------- 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), July 15, 1994 (File No. 33-81602) and June 27, 1997 (File No. 333-30181) 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, 1997, which contains, among other things, the financial statements of Registrant for the fiscal year ended December 31, 1997 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, 1998. (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. -2- 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 July 29, 1998. 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 Officer July 29, 1998 ------------------------------------- (Principal Executive Officer) and Alain B. Schreiber, M.D. Director /s/ Martha J. Demski Vice President, Chief Financial July 29, 1998 ------------------------------------- Officer and Treasurer (Principal Martha J. Demski Financial Officer and Accounting Officer) /s/ Robert C. Bellas, Jr. Director July 29, 1998 ------------------------------------- Robert C. Bellas, Jr. /s/ Patrick F. Latterell Director July 29, 1998 ------------------------------------- Patrick F. Latterell /s/ Fred A. Middleton Director July 29, 1998 ------------------------------------- Fred A. Middleton -3- Signature Title Date --------- ----- ---- /s/ Philip M. Young Director July 29, 1998 ------------------------------------- Philip M. Young /s/ Dale A. Smith Director July 29, 1998 ------------------------------------- Dale A. Smith /s/ M. Blake Ingle Director July 29, 1998 ------------------------------------- M. Blake Ingle /s/ Gary A. Lyons Director July 29, 1998 ------------------------------------- Gary A. Lyons
-4- INDEX TO EXHIBITS
Exhibit Number Exhibit ------- ------- 5.1 Opinion regarding legality of securities to be offered. 10.1 Stock Incentive Plan of Vical Incorporated. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 25.1 Power of Attorney (see page 3).
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