Report on Form 10-k for the fiscal year ended December 31, 1996, File


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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2001

REGISTRATION NO.__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b)

OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

NOVAVAX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 22-2816046

(State of incorporation) (I.R.S. Employer Identification Number)

8320 GUILFORD ROAD

COLUMBIA, MD 21046

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:
None
If this Form relates to the registration of a class of securities pursuant

to Section 12(b) of the Exchange Act and is effective pursuant to the General

Instruction A.(c), please check the following box. [ ]
If this Form relates to registration of a class of securities pursuant to

Section 12(g) of the Exchange Act and is effective pursuant to General

Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form

relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share.

(Title of Class)

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock, par value $.01 per

share (the "Common Stock"), of Novavax, Inc. a Delaware corporation (the

"Registrant"), to be registered on the Nasdaq Stock Market. For a description of

Registrant's Common Stock to be registered hereunder, reference is made to the

material set forth under the caption "Description of Securities" contained in

the Registration Statement on Form 10 of the Registrant's initial registration

statement filed with the Securities and Exchange Commission on September 14,

1995, File No. 0-26770 (the "Registration Statement") pursuant to the Securities

Exchange Act of 1934, which material is incorporated herein by reference.
Item 2. Exhibits.
1. Registrant's Amended and Restated Certificate of Incorporation

(incorporated by reference to Exhibit 3.1 of the Registrant's Annual

Report on Form 10-K for the fiscal year ended December 31, 1996, File

No. 0-26770, filed March 21, 1997).
2. Registrant's Certificate of Amendment to Amended and Restated

Certificate of Incorporation (incorporated by reference to Exhibit 3.4

of the Registrant's Annual Report on Form 10-K for the fiscal year

ended December 31, 2000, File No. 0-26770, filed March 29, 2001).
3. Registrant's Amended and Restated By-Laws dated March 16, 2001 filed

herewith.
4. Form of the Registrant's Common Stock Certificate (incorporated by

reference to Exhibit 4.1 of the Registrant's Registration Statement).

SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act

of 1934, the registrant has duly caused this Registration Statement to be signed

on its behalf by the undersigned, thereunto duly authorized.


NOVAVAX, INC.


Dated: July 9, 2001 By: /s/ Dennis W. Genge

----------------------------

Dennis W. Genge,

Chief Financial Officer



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EXHIBIT 3


AMENDED AND RESTATED

BY-LAWS
OF
NOVAVAX, INC.

Amended 3/16/01


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AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS
ARTICLE 1 - Stockholders ................................................... 1
Section 1.1 Place of Meetings ....................................... 1

Section 1.2 Annual Meeting .......................................... 1

Section 1.3 Special Meetings ........................................ 1

Section 1.4 Notice of Meetings ...................................... 1

Section 1.5 Voting List ............................................. 2

Section 1.6 Quorum .................................................. 2

Section 1.7 Adjournments ............................................ 2

Section 1.8 Voting and Proxies ...................................... 2

Section 1.9 Action at Meeting ....................................... 3

Section 1.10 Nomination of Directors ................................. 3

Section 1.11 Notice of Business at Annual Meetings ................... 4

Section 1.12 Action without Meeting .................................. 4

Section 1.13 Organization ............................................ 5
ARTICLE 2 - Directors ...................................................... 5
Section 2.1 General Powers .......................................... 5

Section 2.2 Number; Election and Qualification ...................... 5

Section 2.3 Classes of Directors .................................... 5

Section 2.4 Terms of Office ......................................... 5

Section 2.5 Allocation of Directors Among Classes

in the Event of Increases or

Decreases in the Number of Directors .................... 6

Section 2.6 Vacancies ............................................... 6

Section 2.7 Resignation ............................................. 6

Section 2.8 Regular Meetings ........................................ 6

Section 2.9 Special Meetings ........................................ 6

Section 2.10 Notice of Special Meetings .............................. 7

Section 2.11 Meetings by Telephone Conference Calls .................. 7

Section 2.12 Quorum .................................................. 7

Section 2.13 Action at Meeting ....................................... 7

Section 2.14 Action by Consent ....................................... 7

Section 2.15 Removal ................................................. 8

Section 2.16 Committees .............................................. 8

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Section 2.17 Compensation of Directors ............................... 8
ARTICLE 3 - Officers ....................................................... 8
Section 3.1 Enumeration ............................................. 8

Section 3.2 Election ................................................ 8

Section 3.3 Qualification ........................................... 9

Section 3.4 Tenure .................................................. 9

Section 3.5 Resignation and Removal ................................. 9

Section 3.6 Vacancies ............................................... 9

Section 3.7 Chairman of the Board and Vice Chairman of the Board .... 9

Section 3.8 President ............................................... 9

Section 3.9 Vice Presidents ......................................... 10

Section 3.10 Secretary and Assistant Secretaries ..................... 10

Section 3.11 Treasurer and Assistant Treasurers ...................... 10

Section 3.12 Salaries ................................................ 11
ARTICLE 4 - Capital Stock .................................................. 11
Section 4.1 Issuance of Stock ....................................... 11

Section 4.2 Certificates of Stock ................................... 11

Section 4.3 Transfers ............................................... 12

Section 4.4 Lost, Stolen or Destroyed Certificates .................. 12

Section 4.5 Record Date ............................................. 12
ARTICLE 5 - General Provisions ............................................. 13
Section 5.1 Fiscal Year ............................................. 13

Section 5.2 Corporate Seal .......................................... 13

Section 5.3 Waiver of Notice ........................................ 13

Section 5.4 Voting of Securities .................................... 13

Section 5.5 Evidence of Authority ................................... 13

Section 5.6 Certificate of Incorporation ............................ 13

Section 5.7 Transaction with Interested Parties ..................... 13

Section 5.8 Severability ............................................ 14

Section 5.9 Pronouns ................................................ 14
ARTICLE 6 - Amendments ..................................................... 14
Section 6.1 By the Board of Directors ............................... 14


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Section 6.2 By the Stockholders ..................................... 14

Section 6.3 Certain Provisions ...................................... 15


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AMENDED AND RESTATED BY-LAWS
OF
NOVAVAX, INC.

ARTICLE 1 - STOCKHOLDERS

1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held

at such place within or without the State of Delaware as may be designated from

time to time by the Board Directors or the President or, if not so designated,

at the registered office of the corporation.
1.2 ANNUAL MEETING. The annual meeting of stockholders for the

election of directors and for the transaction of such other business as may

properly be brought before the meeting shall be held within six months after the

end of each fiscal year of the corporation on a date to be fixed by the Board of

Directors or the President (which date shall not be a legal holiday in the place

where the meeting is to be held) at the time and place to be fixed by the Board

of Directors or the President and stated in the notice of the meeting. If no

annual meeting is held in accordance with the foregoing provisions, the Board of

Directors shall cause the meeting to be held as soon thereafter as convenient.

If no annual meeting is held in accordance with the foregoing provisions, a

special meeting may be held in lieu of the annual meeting, and any action taken

at that special meeting shall have the same effect as if it had been taken at

the annual meeting, and in such case all references in these By-Laws to the

annual meeting of the stockholders shall be deemed to refer to such special

meeting.
1.3 SPECIAL MEETINGS. Special meetings of stockholders may be

called at any time by the Chief Executive Officer (or, if there is no Chief

Executive Officer, the President) or by the Board of Directors. Business

transacted at any special meeting of stockholders shall be limited to matters

relating to the purpose or purposes stated in the notice of meeting.
1.4 NOTICE OF MEETINGS. Except as otherwise provided by law,

written notice of each meeting of stockholders, whether annual or special, shall

be given not less than 10 nor more than 60 days before the date of the meeting

to each stockholder entitled to vote at such meeting. The notices of all

meetings shall state the place, date and hour of the meeting. The notice of a

special meeting shall state, in addition, the purpose or purposes for which the

meeting is called. If mailed, notice is given when deposited in the United

States mail, postage prepaid, directed to the stockholder at his address as it

appears on the records of the corporation.


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1.5 VOTING LIST. The officer who has charge of the stock ledger of

the corporation shall prepare, at least 10 days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

10 days prior to the meeting, at a place within the city where the meeting is to

be held. The list shall also be produced and kept at the time and place of the

meeting during the whole time of the meeting, and may be inspected by any

stockholder who is present.
1.6 QUORUM. Except as otherwise provided by law, the Certificate

of Incorporation or these By-Laws, the holders of a majority of the shares of

the capital stock of the corporation issued and outstanding and entitled to vote

at a meeting, present in person or represented by proxy, shall constitute a

quorum for the transaction of business. For any meeting of the holders of common

stock, the holders of a majority of the shares of the common stock of the

corporation issued and outstanding and entitled to vote at the meeting, present

in person or represented by proxy, shall constitute a quorum at such meeting for

the transaction of business.
1.7 ADJOURNMENTS. Any meeting of stockholders may be adjourned to

any other time and to any other place at which a meeting of stockholders may be

held under these By-Laws by the stockholders present or represented at the

meeting and entitled to vote, although less than a quorum, or, if no stockholder

is present, by any officer entitled to preside at or to act as Secretary of such

meeting. It shall not be necessary to notify any stockholder of any adjournment

of less than 30 days if the time and place of the adjourned meeting are

announced at the meeting at which adjournment is taken, unless after the

adjournment a new record date is fixed for the adjourned meeting. At the

adjourned meeting, the corporation may transact any business which might have

been transacted at the original meeting.
1.8 VOTING AND PROXIES. Each stockholder shall have one vote for

each share of stock entitled to vote held of record by such stockholder and a

proportionate vote for each fractional share so held, unless otherwise provided

by the General Corporation Law of the State of Delaware, the Certificate of

Incorporation or these By-Laws. Each stockholder of record entitled to vote at a

meeting of stockholders, or to express consent or dissent to corporate action in

writing without a meeting, may vote or express such consent or dissent in person

or may authorize another person or persons to vote or act for him by written

proxy executed by the stockholder or his authorized agent and delivered to the

Secretary of the corporation. No such proxy shall be voted or acted upon after

three years from the date of its execution, unless the proxy expressly provides

for a longer period.


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1.9 ACTION AT MEETING. When a quorum is present at any meeting,

the holders of a majority of the stock present or represented and voting on a

matter (or if there are two or more classes of stock entitled to vote as
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