UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 11, 2004
VICAL INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 000-21088 93-0948554
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
10390 Pacific Center Court
San Diego, California 92121-4340
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 646-1100
Not Applicable.
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
We entered into an employment offer letter effective October 11, 2004,
with Jill M. Church, pursuant to which Ms. Church joined us as our Vice
President, Chief Financial Officer and Secretary. Under the offer letter, Ms.
Church will receive an annual salary of $210,000 and a stock option to purchase
up to 60,000 shares of our common stock. The exercise price of the stock option
will be equal to the fair market value of our common stock on Ms. Church's hire
date and its other terms will be determined by our Stock Plan Committee pursuant
to our Stock Incentive Plan. Ms. Church will also be considered for a cash bonus
award of up to 25% of the base salary paid to her during 2005.
Under the offer letter, Ms. Church's employment may be terminated by
either party at any time for any reason, with or without notice. However, if
during the first four years of Ms. Church's employment we terminate her
employment for any reason other than for cause or disability or she resigns her
employment for good reason (each as defined in the offer letter), we will
continue to pay Ms. Church her base compensation at the rate then in effect for
up to six months. These payments would be reduced by the amount of any other
compensation earned by Ms. Church during this period. If we terminate Ms.
Church's employment for cause or disability or she resigns her employment
without good reason, all compensation will cease immediately upon the last day
of her employment.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
On October 11, 2004, we issued a press release announcing the appointment
of Jill M. Church, age 43, as our Vice President, Chief Financial Officer and
Secretary. Ms. Church's term of office as an executive officer of the Company
will be determined in the discretion of our Board of Directors.
From February 1999 until joining us, Ms. Church was Vice President of
Finance and Controller of dj Orthopedics, Inc., a publicly-traded medical device
company, where she held broad responsibilities in finance, accounting, treasury,
risk management, and corporate governance. From September 1994 until joining dj
Orthopedics, Ms. Church served as an audit manager for the San Diego office of
Ernst & Young LLP, where her clients included life sciences, computer software
and telecommunications companies as well as government contractors. From June
1990 until joining Ernst & Young, she was Division Controller at Medical Imaging
Centers of America, Inc., a chain of freestanding imaging centers and mobile
imaging centers, where she held divisional accounting and financial reporting
responsibilities. Ms. Church received a B.S. degree in business administration
and accounting from San Diego State University, and is a Certified Public
Accountant.
A description of the material terms of Ms. Church's employment offer
letter is set forth in Item 1.01 above. A copy of the press release we issued
with respect to Ms. Church's appointment is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release of Vical Incorporated dated October 11,
2004, announcing the appointment of Jill M. Church as
Vice President, Chief Financial Officer and Secretary.
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 hereunto duly authorized.
VICAL INCORPORATED
Date: October 12, 2004 By: /s/ VIJAY B. SAMANT
-------------------------------------
Vijay B. Samant
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press Release of Vical Incorporated dated October 11, 2004,
announcing the appointment of Jill M. Church as Vice
President, Chief Financial Officer and Secretary.