UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 17, 2005
DYNAVAX TECHNOLOGIES
CORPORATION
CORPORATION
(Exact name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-50577 (Commission File Number) |
33-0728374 (IRS Employer Identification No.) |
| 2929 Seventh Street, Suite 100, Berkeley, (Address of Principal Executive Offices) |
CA 94710 (Zip Code) |
Registrant’s telephone number, including area code: (510) 848-5100
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(a) On
August 19, 2005, Louis C. Bock notified Dynavax Technologies Corporation (the
“Company”) of his resignation as a director and as chair of the Compensation Committee. Mr. Bock
has been a member of our Board of Directors since December 1999, and his decision to resign was not
due to any disagreement with the Company.
(d) On August 17, 2005, the Company appointed Dr. Stanley A. Plotkin as a director of the
Company. Dr. Plotkin will serve as one of the Company’s Class II directors until the 2008 annual
meeting of stockholders or until his earlier resignation or removal.
In
connection with his joining the Board, Dr. Plotkin received an option to purchase 20,000
shares of common stock (vesting in four equal installments on each anniversary of the grant date),
and will receive subsequent annual grants at the stockholders’ meeting (beginning with the 2006
meeting) of 10,000 shares each year thereafter (which vest in full on the one-year anniversary of
the grant date). Dr. Plotkin will also receive an annual retainer of $20,000, and an additional
$2,000 for each board meeting attended in person and $500 for each board meeting attended by
telephone.
The press release issued by the Company announcing Dr. Plotkin’s appointment to the board of
directors is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release of Dynavax Technologies Corporation, dated August 17, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dynavax Technologies Corporation
| Date: August 19, 2005 | By: | /s/ Deborah A. Smeltzer | ||
| Deborah A. Smeltzer | ||||
| Vice President, Operations and Chief Financial Officer | ||||
2929 Seventh Street, Suite 100
Berkeley, CA 94710
Berkeley, CA 94710
Exhibit 99.1
Contact:
Dynavax Technologies Corporation
Jane M. Green, PhD
Vice President, Corporate Communications
Phone (510) 665-4630
Email: jgreen@dvax.com
Dynavax Technologies Corporation
Jane M. Green, PhD
Vice President, Corporate Communications
Phone (510) 665-4630
Email: jgreen@dvax.com
DYNAVAX APPOINTS ACCLAIMED VACCINE PIONEER
DR. STANLEY A. PLOTKIN TO BOARD OF DIRECTORS
DR. STANLEY A. PLOTKIN TO BOARD OF DIRECTORS
Berkeley, CA – August 17, 2005 – Dynavax Technologies Corporation (NASDAQ:DVAX) announced that
Stanley A. Plotkin, MD, the distinguished virologist and vaccine developer, has joined the
Company’s Board of Directors. Dr. Plotkin developed the rubella vaccine now in standard use, and
has worked extensively on the development and application of other vaccines including polio,
rabies, varicella, rotavirus and cytomegalovirus. Dr. Plotkin is esteemed worldwide for
his pioneering work in vaccines, his educational and public service activities and his scholarship.
He is the recipient of many prestigious awards including the Sabin Gold Medal for
exemplary leadership in the field of vaccinology.
“Dr. Plotkin joins Dynavax’s Board at a propitious time, as our pivotal Phase 3 program for our
hepatitis B vaccine is advancing, our AIC immunotherapy is progressing toward pivotal trials, and
we are actively evaluating a broad range of strategic alternatives designed to leverage our
expertise in toll-like receptor technology and strengthen our long-term business prospects,” said
Dino Dina, MD, president and chief executive officer. “We believe that Stanley will bring
significant value and insight to our strategies to build and expand our vaccine and therapeutics
franchises and establish a commercial foothold in these markets. Our management and Board welcome
him enthusiastically.”
Dr. Plotkin is Emeritus Professor of the University of Pennsylvania and Executive Advisor to Sanofi
Pasteur. Until 1991, he was Professor of Pediatrics and Microbiology at the University of
Pennsylvania, and Professor of Virology at the
Wistar Institute and at the same time, Director of Infectious Diseases and Senior Physician at the
Children’s Hospital of Philadelphia. In 1991, Dr. Plotkin left the University to join the vaccine
manufacturer, Pasteur-Mérieux-Connaught (today, Sanofi Pasteur), where for seven years he was
Medical and Scientific Director, based at Marnes-la-Coquette, outside Paris.
Dr. Plotkin’s career included internship at Cleveland Metropolitan General Hospital, residency in
pediatrics at the Children’s Hospital of Philadelphia and the Hospital for Sick Children in London
and three years in the Epidemic Intelligence Service of the Centers for Disease Control of the US
Public Health Service.
He has been chairman of the Infectious Diseases Committee and the AIDS Task Force of the American
Academy of Pediatrics, liaison member of the Advisory Committee on Immunization Practices and
Chairman of the Microbiology and Infectious Diseases Research Committee of the National Institutes
of Health. Dr. Plotkin received the Bruce Medal in Preventive Medicine of the American College of
Physicians, the Distinguished Physician Award of the Pediatric Infectious Diseases Society and the
Clinical Virology Award of the Pan American Society for Clinical Virology. In June 1998, he
received the French Legion of Honor Medal, in June 2001, the Distinguished Alumnus Award of the
Children’s Hospital of Philadelphia, the Sabin Gold Medal in May 2002, and in September 2004 the
Bristol Award of the Infectious Diseases Society of America. A lecture in his honor has been
established at the Pediatric Academic Societies annual meeting. His bibliography includes over 600
articles and he has edited several books including the standard textbook on vaccines, now in its
fourth edition.
About Dynavax
Dynavax Technologies Corporation discovers, develops, and intends to commercialize innovative
products to treat and prevent allergies, infectious diseases, and chronic inflammatory diseases
using versatile, proprietary approaches that alter immune system responses in highly specific ways.
Our clinical development programs are based on immunostimulatory sequences, or ISS, which are short
DNA sequences that enhance the ability of the immune system to fight disease and control chronic
inflammation. Dynavax’s pipeline includes: a ragweed allergy immunotherapeutic, currently in a
large-scale Phase 2/3 clinical trial, and in a supportive clinical trial in ragweed allergic
children; a hepatitis B vaccine that is currently in a pivotal Phase 3 clinical trial; a cancer
therapy currently in a Phase 2 clinical trial; and an asthma immunotherapeutic that has shown
preliminary safety and pharmacology in a Phase 2a clinical trial.
Dynavax cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements, including without limitation all statements
related to the clinical progress of the Company’s hepatitis B vaccine and ragweed allergy programs;
statements concerning the
company’s other clinical programs and its ability to demonstrate the potential of its ISS
technology. Words such as “believes,” “anticipates,” “plans,” “expects,” “intend,” “will,”
”slated,” “goal” and similar expressions are intended to identify forward-looking statements. The
inclusion of forward-looking statements should not be regarded as a representation by Dynavax that
any of its plans will be achieved. Actual results may differ materially from those set forth in
this release due to the risks and uncertainties inherent in Dynavax’s business including, without
limitation, risks relating to the progress and timing of clinical trials for the company’s other
products in development; difficulties or delays in developing, testing, obtaining regulatory
approval of, producing and marketing its HBV and other products; the scope and validity of patent
protection for its products; competition from other pharmaceutical or biotechnology companies; its
ability to obtain additional financing to support its operations; its ability to maintain effective
financial planning and internal controls; and other risks detailed in the “Risk Factors” sections
of Dynavax’s Annual Report on Form 10-K filed on March 18, 2005 and Dynavax’s quarterly report on
Form 10-Q filed on August 9, 2005. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. All forward-looking statements
are qualified in their entirety by this cautionary statement and Dynavax undertakes no obligation
to revise or update this news release to reflect events or circumstances after the date hereof.