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VICL > SEC Filings for VICL > Form 8-K on 22-Aug-2013All Recent SEC Filings

Show all filings for VICAL INC

Form 8-K for VICAL INC


Costs Associated with Exit or Disposal Activities, Change in Directors or Principal Off

Item 2.05 Costs Associated with Exit or Disposal Activities.

On August 22, 2013, Vical Incorporated (the "Company") issued a press release announcing, among other things, a restructuring to conserve capital, including a staff reduction of 47 employees, approximately 39% of the Company's total workforce. Following the restructuring, the Company will have approximately 74 employees. In addition, the Company is focusing its resources on its infectious disease vaccine programs and terminating activities related to AllovectinŽ, the Company's investigational cancer immunotherapy which recently failed to meet its Phase 3 efficacy endpoints. The Company's Board of Directors approved the restructuring on August 8, 2013, the same day AllovectinŽ Phase 3 results were unblinded. Affected employees were informed on or about August 22, 2013, the same day the restructuring is expected to be completed. The Company anticipates that it will incur personnel-related restructuring charges of $2.2 million, consisting primarily of one-time termination benefits. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2013, and in connection with the restructuring, we entered into a separation agreement with Alain P. Rolland, Pharm.D., Ph.D., Executive Vice President, Product Development. Pursuant to the terms of the separation agreement, Dr. Rolland will be entitled to receive severance benefits consisting of continued base salary payments and the payment of health insurance premiums for a period of 12 months, plus a payment equal to his cash bonus paid in the previous year. Dr. Rolland will also receive accelerated vesting on all his unvested stock awards as if he had remained employed by the Company for 12 months from the date of termination. In addition, the post termination exercise period for Dr. Rolland's stock options will be extended to 12 months. In exchange for the severance benefits, Dr. Rolland provided the Company with a general waiver and release of claims. The Company's obligation to pay the severance benefits is subject to the waiver and release of claims not being revoked.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1         Separation Letter Agreement between Vical Incorporated and Alain P.
             Rolland, Pharm.D., Ph.D., dated August 22, 2013.

99.1         Press release issued by Vical Incorporated on August 22, 2013.

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