As filed with the Securities and Exchange Commission on June 15, 1999.
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9373 Towne Centre Drive, Suite 100
San Diego, California 92121
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(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
VICAL INCORPORATED 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
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(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
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Common Stock, $.01 par 750,000 shares $11.25 $8,437,500 $2,345.63
value
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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 1, 1999.
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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), July 15, 1994 (File
No. 33-81602), June 27, 1997 (File No. 333-30181) and July 31, 1998 (File No.
333-60293) 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, 1998, which contains, among other things, the
financial statements of Registrant for the fiscal year ended December 31, 1998
together with the report thereon of Arthur Andersen LLP, independent public
accountants.
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.
(3) The description of Registrant's common stock contained in Registrant's
Registration Statement on Form 8-A filed as of January 8, 1993 and the
description of the Preferred Stock Purchase Rights for Series A Participating
Preferred Stock, par value $.001 per share, of the Registrant contained in
Registrant's Registration Statement on Form 8-A filed March 23, 1995.
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.
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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 11, 1999.
VICAL INCORPORATED
By /s/ Alain B. Schreiber
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President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alain B. Schreiber or Martha J.
Demski his or her attorney-in-fact, with power of substitution for him or her 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 or her 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
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/s/ Alain B. Schreiber, M.D. President, Chief Executive Officer June 11, 1999
- --------------------------------------- (Principal Executive Officer) and
Director
/s/ Martha J. Demski Vice President, Chief Financial June 11, 1999
- --------------------------------------- Officer, Secretary and Treasurer
/s/ R. Gordon Douglas, Jr. Director June 11, 1999
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/s/ Patrick F. Latterell Director June 11, 1999
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/s/ Philip M. Young Director June 11, 1999
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/s/ Dale A. Smith Director June 11, 1999
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/s/ M. Blake Ingle Director June 11, 1999
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/s/ Gary A. Lyons Director June 11, 1999
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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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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