UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) March 17, 2010
NOVAVAX,
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-26770
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22-2816046
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9920
Belward Campus Drive
Rockville,
Maryland
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20850
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(240)
268-2000
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(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 (see General Instruction A.2.
below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
17, 2010, Raymond Hage’s employment with Novavax, Inc. (the “Company”)
ended. Mr. Hage served as the Company’s Senior Vice President,
Commercial Operations. The Company has offered Mr. Hage a release
agreement pursuant to which the Company would pay Mr. Hage a lump sum of
$128,866 and, in exchange, Mr. Hage would release the Company from all general
claims, acknowledge his continuing obligations not to compete with or solicit
from the Company for a period of six months following his separation date and to
keep all of the Company’s proprietary information confidential until such time
that the Company publicly discloses such information. Mr. Hage has a
statutory 21 day period during which he can decide whether to accept the
offer.
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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, thereunto
duly authorized.
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Novavax,
Inc.
(Registrant)
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March
17, 2010
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By:
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/s/ Frederick W.
Driscoll
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Name:
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Frederick
W. Driscoll
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Title:
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Vice
President, Chief Financial Officer and Treasurer
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