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| IOMI > SEC Filings for IOMI > Form 8-K on 6-Aug-2008 | All Recent SEC Filings |
6-Aug-2008
Changes in Control or Registrant
On August 5, 2008, Iomai Corporation, a Delaware corporation (the "Company"),
completed the merger contemplated by the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of May 12, 2008, among the Company, Intercell AG,
a joint stock corporation incorporated under the laws of the Republic of Austria
("Intercell"), and Zebra Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Intercell ("Merger Sub"). Pursuant to the Merger
Agreement, the Company was acquired by Intercell through a merger by Merger Sub
with and into the Company. A copy of the Merger Agreement is incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated as of
May 12, 2008.
Merger Agreement
Under the Merger Agreement, Merger Sub merged with and into the Company, and
the Company continues after the merger as the surviving corporation (the
"Surviving Corporation") and as a wholly-owned subsidiary of Intercell (the
"Merger").
Under the Merger Agreement, each outstanding share of the Company's common
stock, $0.01 par value per share (the "Company's Common Stock") was converted
into the right to receive $6.60 in cash, other than those shares of the
Company's Common Stock owned by Intercell or its subsidiaries immediately prior
to the effective time of the Merger and certain shares of the Company's Common
Stock exchanged for shares of Intercell common stock ("Intercell's Common
Stock") prior to the Merger pursuant to the Share Exchange Agreement as defined
and described below. In addition, each outstanding option or warrant to purchase
shares of the Company's Common Stock was cancelled in consideration for a cash
payment equal to the excess of $6.60 over the per share exercise price for such
option or warrant multiplied by the number of shares subject to such option or
warrant, other than those options or warrants subject to the Share Exchange
Agreement, as described below, and unexercised or unvested options granted under
the Company's 2005 Incentive Plan to persons other than non-employee directors
of the Company. Unexercised or unvested options granted under the Company's 2005
Incentive Plan to persons other than non-employee directors of the Company were
cancelled and replaced with options to purchase shares of Intercell's Common
Stock. Aggregate consideration for the Merger was approximately $145,300,000
funded from Intercell's working capital.
Share Exchange Agreement
On August 1, 2008, in connection with the Merger Agreement, Intercell, New
Enterprise Associates, Essex Woodlands Health Ventures and Gruber and McBaine
Capital Management (and certain of their respective affiliates) finalized the
share exchange agreement (the "Share Exchange Agreement"), whereby each
stockholder party thereto exchanged all shares of, and options or warrants to
purchase, the Company's Common Stock held by such stockholder into a number of
shares of Intercell's Common Stock equal to the number of such stockholder's
shares of, and options or warrants to purchase, the Company's Common Stock,
multiplied by $6.60 per share and divided by the closing sale price (as
converted into U.S. dollars) of Intercell's Common Stock on the Vienna Stock
Exchange on that date.
A form of the Share Exchange Agreement is attached as Exhibit A to the Merger
Agreement.
Additional Information
The foregoing summary of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Merger Agreement, and the
accompanying exhibits, attached as Exhibit 2.1 hereto and incorporated herein by
reference.
On August 5, 2008, the NASDAQ Global Market ("NASDAQ") filed with the
Securities and Exchange Commission an application on Form 25 to report that
shares of the Company's Common Stock are no longer listed on NASDAQ. Trading of
the Company's Common Stock on NASDAQ was suspended as of the closing of trading
on August 5, 2008.
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the consummation of the Merger, each share of the
Company's Common Stock issued and outstanding immediately prior to the Effective
Time (other than shares held by (i) Intercell, Merger Sub and their wholly-owned
subsidiaries or (ii) stockholders who properly exercised their appraisal rights
under Delaware law) was converted into the right to receive the Merger
Consideration. At the Effective Time, the Company's stockholders immediately
prior to the Effective Time ceased to have any rights as stockholders in the
Company (other than their right to receive the Merger Consideration) and
accordingly no longer have any interest in the Company's future earnings or
growth.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors
The Merger Agreement provides that the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation. In connection therewith, at the Effective Time, each of Stanley C. Erck, M. James Barrett, R. Gordon Douglas, Richard Douglas, Thomas Martin Vernon, Jr., and F. Weller Meyer resigned from the Company's board of directors. The board of directors of the Surviving Corporation is comprised of Gerd Zettlmeissl, Werner Lanthaler and Thomas Lingelbach. Also at the Effective Time, Stanley C. Erck, President and CEO and Russell P. Wilson, Senior Vice President, Chief Financial Officer and General Counsel of the Company resigned as officers of the Company. After the Effective Time, the officers of the Surviving Corporation are Thomas Lingelbach as President and Chief Executive Officer, Werner Lanthaler as Treasurer, Reinhard Kandera as Secretary and Chief Financial Officer, Roman Necina as Vice President of Operations, and Gregory Glenn as Vice President, Chief Scientific Officer US.
Thomas Lingelbach
Thomas Lingelbach, age 45, serves as President and Chief Executive Officer of
the Company. Thomas Lingelbach joined Intercell in 2006, at which time he served
as Chief Operating Officer of Intercell and was appointed as a new member of
Intercell's Management Board in 2007. He has held a variety of positions of
increasing international responsibility in his twenty years in the pharma and
vaccine industry. From 2001 until 2006 he served as Managing Director of Chiron
Behring GmbH&Co KG and from 2003 until 2006 he also served as Vice President
Chiron Vaccines. Upon Chiron's acquisition by Novartis Vaccines & Diagnostics
GmbH&Co KG in early in 2006, he served as Managing Director and General Manager
Germany until joining Intercell. Before joining Intercell, he was significantly
involved in Novartis' integration activities acting as General Manager and
Managing Director for its German operations. His responsibilities include
Product Development, Manufacturing, Quality & Regulatory Compliance and
Marketing, and Sales & Supply. Thomas Lingelbach is Managing Director of
Intercell Biomedical Ltd. He holds a Master's degree in Engineering and
complemented his education with a Business Administration program.
Mr. Lingelbach is a German citizen.
Werner Lanthaler
Werner Lanthaler, age 39, serves as Secretary of the Company. Werner Lanthaler
joined Intercell in 2001. Werner Lanthaler has served as Intercell's Chief
Financial Officer since joining Intercell. Previously, he was Head of Marketing
and Communications of the Federation of Austrian Industry and, prior to that,
Senior Management Consultant at McKinsey & Company International. Werner
Lanthaler holds a doctorate from the Vienna University of Economics and Business
Administration and earned Master's degrees from Harvard University. He has
considerable experience working in the labor and capital markets of the US,
South America, and Europe. He is also an author and co-author of a wide range of
books and articles. At Intercell, his responsibilities include Finance,
Strategic Marketing, Administration, Human Resources, Investor Relations, and
Business Development. Werner Lanthaler currently serves as a member of the Board
of Directors of BioXell S.p.A. Mr. Lanthaler is an Austrian citizen.
Reinhard Kandera
Reinhard Kandera, age 39, serves as Secretary and Chief Financial Officer of the
Company. Reinhard Kandera has been with Intercell AG since 2001 and currently
serves as head of Finance. He has served as Head of Investor Relations since
2005. In these capacities, he is responsible for all operational finance
processes. Mr. Kandera currently serves as a Director of Intercell Biomedical
Ltd. UK, a position he has held since 2004. Mr. Kandera is a Austrian citizen.
Roman Necina
Roman Necina, age 40, serves as Vice President of Operations of the Company.
Roman Necina joined Intercell in December 2007 as Vice President, Quality &
Regulatory. He has more than 10 years of experience in biopharmaceutical
industry. During the last 10 years, Roman Necina has held several positions at
Boehringer Ingelheim Austria in Vienna. In his last position, as Vice President,
Biopharmaceutical
Production, he was responsible for GMP manufacturing and Process Development. He
is a lecturer at the FU Krems and several other FUs. Mr. Necina is a Austrian
citizen.
Gregory Glenn, M.D.
Gregory Glenn, M.D., age 54, serves as Vice President, Chief Scientific Officer
US of the Company. Gregory Glenn, M.D. has served as Senior Vice President and
Chief Scientific Officer since September 1997 and was a Director from
February 1998 through May 2000. Dr. Glenn is the co-discoverer of the TCI
technology and a co-founder of the Company. He has been responsible for the
conception, implementation and development of the basic science and early
clinical trials relating to TCI, and has multiple patents, publications and book
chapters describing TCI. Gregory Glenn, M.D. is a pediatrician who completed the
Medical Research Fellowship at the Walter Reed Army Institute of Research, or
WRAIR, where he continued his research in vaccine delivery while on active duty.
He received a B.A. from Whitman College and his M.D. from Oral Roberts
University School of Medicine, where he received the Pediatrics Award and Dean's
Award for Academic Excellence. Dr. Glenn is a United States citizen.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 5, 2008, the Company's Fourth Amended and Restated directors and sole stockholder approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation changing the Company's name to Intercell USA, Inc. The Company filed a Certificate of Amendment with the office of the Delaware Secretary of State to effect this name change as of August 5, 2008. The Certificate of Amendment to the Company's Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 5.1. Item 7.01 Regulation FD Disclosure.
On August 5, 2008, Intercell issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of May 12, 2008, among Intercell AG, Zebra Merger Sub, Inc. and Iomai Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated May 12, 2008).
5.1. Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Iomai Corporation, as filed with the Delaware Secretary of State on August 5, 2008.
99.1 Press Release of Intercell AG, dated August 5, 2008, announcing completion of the capitalized merger.
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