Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Novavax, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(Title of Class of Securities)
670002104
(CUSIP Number)
(CUSIP Number)
Jonathan L. Kravetz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 2005
(Date of Event Which Requires Filing of this Statement)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 670002104 | ||||||
| 1. | Name of Reporting Person: King Pharmaceuticals, Inc. |
I.R.S. Identification Nos. of above persons (entities
only): 54-1684963 |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instructions): Not Applicable |
|||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): x | |||||
| 6. | Citizenship or Place of Organization: Tennessee |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 7. | Sole Voting Power: 0 | |||||
| 8. | Shared Voting
Power: 0 | |||||
| 9. | Sole Dispositive
Power: 0 | |||||
| 10. | Shared Dispositive
Power: 0 | |||||
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 0 |
|||||
| 12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
| 13. | Percent of Class Represented by
Amount in Row (11): 0% | |||||
| 14. | Type of Reporting Person (See
Instructions): CO | |||||
Page 2 of 8 pages
This Amendment No. 4 to the Schedule 13D relating to shares of common stock, $0.01 par value
(the “Common Stock”), of Novavax, Inc., a Delaware corporation (the “Issuer”), is being filed by
King Pharmaceuticals, Inc., a Tennessee corporation (“King”) to report a decrease in its beneficial
ownership of the Common Stock of the Issuer and to otherwise amend Items 1, 2, 4, 5, 6 and 7 of the
Schedule 13D originally filed on December 29, 2000, as amended.
The original Schedule 13D was filed on December 29, 2000 reporting the initial acquisition by King
of the Issuer’s 4% Convertible Senior Note No. 1 dated December 19, 2000 (the “First Note”).
Amendment No. 1 to the Schedule 13D was filed on September 19, 2001 to report the initial
acquisition by King of the Issuer’s 4% Convertible Senior Note No. 2 dated September 7, 2001 (the
“Second Note”) and the Issuer’s 4% Convertible Senior Note No. 3 dated September 7, 2001 (the
“Third Note”).
Amendment No. 2 to the Schedule 13D was filed on July 24, 2002 to report the initial acquisition by
King of the Issuer’s 4% Convertible Senior Note No. 4 dated June 26, 2002 (the “Fourth Note”).
Amendment No. 3 to the Schedule 13D was filed on August 26, 2004 to report a decrease in King’s
beneficial ownership of the Common Stock of the Issuer.
Item 1. Security and Issuer
The title of the class of equity securities to which this statement relates is the Common Stock of
the Issuer owned by King. The Issuer’s principal executive offices are located at 508 Lapp Road,
Malvern, Pennsylvania 19355.
Item 2. Identity and Background
King, the entity filing this Amendment No. 4 to the Schedule 13D, is a Tennessee corporation, and
its principal business address and principal office address is 501 Fifth Street, Bristol, Tennessee
37620. King is a vertically integrated pharmaceutical company that develops, manufactures, markets
and sells branded prescription pharmaceutical products.
Each executive officer and each director of King is a citizen of the United States, except for
Elizabeth M. Greetham who is a British citizen. The name, business address and present principal
occupation of each executive officer and director is set forth in Appendix A to this Amendment No.
4 to the Schedule 13D and incorporated herein by reference.
Other than executive officers and directors, there are no persons or corporations controlling or
ultimately in control of King.
Neither King nor any of its executive officers or directors has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining
Page 3 of 8 pages
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws, except as
follows. Mr. John A. A. Bellamy, our Executive Vice President of Legal
Affairs and General Counsel, was convicted of a misdemeanor in the
State of Tennessee related to the offenses of driving under the
influence and while license was suspended or revoked. He is currently
on a leave of absence.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in Securities of the Issuer
| (a) | The calculations in this Schedule 13D are based upon 43,553,876 shares of Common Stock issued and outstanding as of July 29, 2005 (based on disclosures made by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2005). King is now the beneficial owner of zero shares of the Issuer’s Common Stock, comprising zero percent of the issued and outstanding shares of Common Stock of the Issuer. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. | ||
| (b) | King no longer owns any shares of Common Stock and, therefore, has no power (sole or shared) to vote or direct the vote, or dispose or direct the disposition, of such shares of Common Stock. | ||
| (c) | King has effected the following sales of Common Stock during the past 60 days: |
| Date of Sale | Number of Shares | Price per Share ($) | Manner of Transaction | |||||||||
8/30/05 |
1,000,000 | 2.0450 | Open Market Sale | |||||||||
8/31/05 |
331,000 | 1.5227 | Open Market Sale | |||||||||
9/1/05 |
569,300 | &# xA0; | 1.5768 | Open Market Sale | ||||||||
9/6/05 |
159,889 | 1.3206 | Open Market Sale | |||||||||
9/7/05 |
700,000 | 1.4302 | Open Market Sale | |||||||||
9/7/05 |
100,000 | 1.4007 | Open Market Sale | |||||||||
9/9/05 |
1,240,742 | 1.5268 | Open Market Sale | |||||||||
| (d) | King affirms that no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock that had been beneficially owned by King. | ||
| (e) | King ceased to be the beneficial owner of more than five percent of the Common Stock on September 6, 2005. |
Page 4 of 8 pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
As noted in Amendment No. 3 to the Schedule 13D, the Issuer has, pursuant to a Registration Rights
Agreement dated as of July 19, 2004, prepared and filed a registration statement related to the
shares of its Common Stock beneficially owned by King. Except as set forth in this Amendment No. 4
to the Schedule 13D, neither King, nor to King’s knowledge, any of its directors or executive
officers has any other contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Registration Rights Agreement by and between Novavax, Inc. and King Pharmaceuticals, Inc. dated
July 19, 2004 (incorporated herein by reference to Amendment No. 3 to the Schedule 13D filed by
King with respect to the Issuer on August 26, 2004 [File No. 005-48948]).
Page 5 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
October 10, 2005 |
||
| KING PHARMACEUTICALS, INC. | ||
|
/s/ Brian A. Markison |
||
|
President and Chief Executive Officer |
Page 6 of 8 pages
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS
KING PHARMACEUTICALS, INC.
KING PHARMACEUTICALS, INC.
The names, business addresses and present principal occupations of the directors and executive
officers of King Pharmaceuticals, Inc. (“King”) are set forth below. If no business address is
given, the director’s or executive officer’s business address is 501 Fifth Street, Bristol,
Tennessee 37620. All directors and executive officers listed below are citizens of the United
States, except for Elizabeth M. Greetham who is a British citizen.
| Present Principal Occupation or Employment and | ||
| Name | Business Address | |
Brian A. Markison
|
President, Chief Executive Officer and Director | |
Joseph Squicciarino
|
Chief Financial Officer | |
Stephen J. Andrzejewski
|
Chief Commercial Officer | |
Eric J. Bruce
|
Corporate Head — Technical Operations | |
James E. Green
|
Executive Vice President, Corporate Affairs | |
John A. A. Bellamy
|
Executive Vice President, Legal Affairs and General Counsel | |
Earnest W. Deavenport, Jr.
|
Director of King | |
| Former Chairman of the Board and Chief Executive Officer of Eastman Chemical Company | ||
| 373 Laurel Ridge Lane | ||
| Banner Elk, NC 28604 | ||
Elizabeth M. Greetham
|
Director of King | |
| Chief Executive Officer and President , ACCL Financial Consultants, Ltd. | ||
| Bye-Ways | ||
| 4 Tucker Towne Rd. | ||
| St. Georges Parish, Bermuda | ||
Gregory D. Jordan
|
Director of King | |
| President of King College | ||
| 1350 King College Road | ||
| Briston, TN 37620 | ||
R. Charles Moyer
|
Director of King | |
| Dean, College of Business and Public Administration | ||
| University of Louisville | ||
| Louisville, KY 40292 | ||
Philip M. Pfeffer
|
Director of King | |
| President and Chief Executive Officer of Treemont Capital, Inc. | ||
| 701 Murfreesboro Rd. | ||
| Nashville, TN 37210 |
Page 7 of 8 pages
| Present Principal Occupation or Employment and | ||
| Name | Business Address | |
D. Greg Rooker
|
Director of King | |
| Former Owner and President of Family Community Newspapers of Southwest Virginia, Inc. | ||
| Co-Founder of The Jason Foundation | ||
| P.O. Box 430 | ||
| Radford, VA 24143 | ||
Ted G. Wood
|
Director and Non-Executive Chairman of the Board of King | |
| Former Vice Chairman of The United Company | ||
| 23196 Virginia Trail | ||
| Bristol, VA 24202 |
Page 8 of 8 pages