UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 11, 2006

DYNAVAX TECHNOLOGIES
CORPORATION

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation)		000-50577 (Commission File Number)		33-0728374 (I.R.S. Employer Identification No.)

2929 Seventh Street, Suite 100
Berkeley, California 94710
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 848-5100

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.  Election of Director.

     Effective on December 11, 2006, Dr. David M. Lawrence, was elected as a member of the Board of Directors of Dynavax as a Class II director to serve until the 2008 annual meeting of stockholders. He has been a consultant to Dynavax since May 2005. Pursuant to the terms of an offer letter between Dynavax and Dr. Lawrence and the compensation policies of Dynavax with respect to outside directors, Dr. Lawrence received the following as of his date of election:

	1.		Pursuant to the Dynavax 2004 Non-Employee Directors’ Stock Option Plan, or Directors’ Plan, Dr. Lawrence was granted an initial non-qualified stock option to purchase 20,000 shares of Dynavax’s common stock, with an exercise price equal to the fair market value on the date of grant, vesting over four years in four equal annual installments;
	2.		Pursuant to the Directors’ Plan, Dr. Lawrence will automatically receive a non-qualified option to purchase an additional 10,000 shares of common stock at each annual meeting of Dynavax’s stockholders (with respect to the first such grant, the options will be pro-rated such that the fraction of such 10,000 shares shall equal the fraction of the year that he serves until the 2007 annual meeting), with an exercise price equal to the fair market value on the date of grant, vesting on the first anniversary of the grant; and
	3.		Dr. Lawrence will receive an annual retainer of $20,000, payable in equal quarterly installments, $2,000 for each Board meeting attended in person and $500 for each Board meeting attended by telephone.

     All equity grants made under the Dynavax Technologies Corporation 2004 Non-Employee Directors’ Stock Option Plan are automatic, non-qualified grants made to outside directors of Dynavax.

     Dr. Lawrence had previously entered into a one year consulting agreement with Dynavax as of November 1, 2006 pursuant to which Dr. Lawrence agreed to serve as a member of the supervisory board of Rhein Biotech GmbH, identified by Dynavax as Dynavax Europe, and to provide strategic and business advice. In consideration for these services, Dr. Lawrence will receive 50,000 stock options. All 50,000 stock options are subject to performance-based vesting requirements dependent upon the achievement of specified corporate partnering objectives. The consulting agreement is terminable by either party on thirty days written notice.

     Dr. Lawrence had also previously entered into a one year consulting agreement with Dynavax as of May 19, 2005 to provide strategic and business advice. In consideration for these services, Dr. Lawrence received fees of $10,000 and 5,000 stock options which vested on May 19, 2006.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated December 12, 2006, entitled “Dynavax Appoints Dr. David M. Lawrence, Kaiser Chairman Emeritus, to Board of Directors.”

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.

INDEX TO EXHIBITS

Exhibit
Number		Description
99.1		Press release, dated December 12, 2006, entitled “Dynavax Appoints Dr. David M. Lawrence, Kaiser Chairman Emeritus, to Board of Directors.”

Exhibit 99.1

		2929 Seventh Street, Suite 100 Berkeley, CA 94710

Contact:
Dynavax Technologies Corporation
Shari Annes
Corporate Communications
Phone: (650) 888-0902
Email: sannes@dynavax.com

Dynavax Appoints Dr. David M. Lawrence, Kaiser Chairman Emeritus,
to Board of Directors

Board Member Jan Leschly of Care Capital Resigns

BERKELEY, Calif., December 12, 2006 — Dynavax Technologies Corporation (Nasdaq: DVAX) today announced that Dr. David M. Lawrence, Retired Chairman and Chief Executive Officer of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals (KFHP/KFH), has joined Dynavax’s Board of Directors. Dr. Lawrence will serve as a Class II director until the annual meeting of stockholders in 2008. Dynavax also announced that Jan Leschly, chairman and partner at Care Capital, who served on the Board since 2002, has resigned.

“Dr. Lawrence is among the nation’s most well known and successful executives in the healthcare field. As our ragweed allergy therapy and hepatitis B vaccine near commercialization, we expect Dr. Lawrence to be active in our planning process. We have been fortunate to have him as a consultant since May 2005. By joining the Board, we expect that the scope of his contributions will expand. His experience directing one of the nation’s largest and most advanced health systems, operations track record, and training as a physician represent a unique set of assets that will complement the expertise already represented on our Board,” said Dino Dina, MD, president and chief executive officer.

“I would also like to express my appreciation to Jan Leschly who for the last five years has so ably contributed to the Board and the management team. We are grateful to him for his consistent support of our growth, and in particular, for lending the perspective of a global pharmaceutical executive to our discussions of both business and clinical development opportunities,” continued Dr. Dina.

— more —

Dr. Lawrence joined Kaiser in 1981. He was named chief executive officer of KFHP/KFH in 1991 and chairman of its Board in 1992. Prior to that, he served as vice chairman and chief operating officer as well as a key executive in Kaiser Permanente divisions in Oregon and Colorado. He retired on December 31, 2002. Dr. Lawrence is a graduate of Amherst College (BA), the University of Kentucky (MD), and the University of Washington (MPH). He is Board Certified in General Preventive Medicine (the Johns Hopkins University and the University of Washington). He is a member of Alpha Omega Alpha (Medical Honorary Society) and the Institute of Medicine (National Academy of Sciences). Dr. Lawrence currently serves on the Boards of Agilent Technologies, Raffles Medical Group of Singapore, McKesson Corporation, and the RAND Health Advisory Board, among others. He also serves in advisory roles to the biotechnology industry.

About Dynavax

Dynavax Technologies Corporation discovers, develops, and intends to commercialize innovative TLR9 agonist-based products to treat and prevent allergies, infectious diseases, cancer, and chronic inflammatory diseases using versatile, proprietary approaches that alter immune system responses in highly specific ways. Our TLR9 agonists 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. Our pipeline includes: TOLAMBA™, a ragweed allergy immunotherapeutic, for which a major safety and efficacy trial (DARTT) is currently underway, and that is in a supportive clinical trial in ragweed allergic children; HEPLISAV™, a hepatitis B vaccine in Phase 3; a therapy for non-Hodgkin’s lymphoma (NHL) in Phase 2; and a therapy for metastatic colorectal cancer in Phase 1. Our pre-clinical asthma and COPD programs are partnered with AstraZeneca. NIH funds our preclinical work on a vaccine for influenza; Symphony Dynamo, Inc. funds our colorectal cancer trial and our preclinical programs in hepatitis B and C therapies. While the NIH and Symphony provide program support, Dynavax has retained rights to seek strategic partners for future development and commercialization. For more information, please visit www.dynavax.com.

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