Iomai Corp - Current report filing (8-K)
June 18 2008 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
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
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED):
June 18, 2008
IOMAI CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-51709
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52-2049149
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(IRS employer identification
number)
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20 FIRSTFIELD ROAD
GAITHERSBURG, MD 20878
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
(301) 556-4500
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
Other Events
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On June 16, 2008, Iomai Corporation (Iomai) received notice that the Committee on Foreign
Investment in the United States (CFIUS) of the U.S. Department of the Treasury had reviewed a
joint voluntary notice delivered to it by Iomai and Intercell AG (Intercell) relating to the
proposed acquisition (the Acquisition) of Iomai by Intercell, and that CFIUS had determined that
there were no unresolved national security concerns, thereby concluding action under Section 721 of
the U.S. Defense Production Act of 1950, as amended (commonly referred to as Exon-Florio). As
previously announced, Iomai and Intercell have entered into an Agreement and Plan of Merger (the
Merger Agreement) whereby Iomai has agreed to be acquired by Intercell subject to the terms and
conditions of the Merger Agreement. The Acquisition still requires the approval of Iomai
stockholders and is subject to other closing conditions.
Important Additional Information Regarding the Transaction
In connection with the proposed transaction, Iomai Corporation filed a preliminary
proxy statement on May 14, 2008 and a revised preliminary proxy
statement on June 17, 2008 for its stockholders with the Securities and Exchange Commission (SEC). Iomai
Corporation will be filing a definitive proxy statement for its stockholders and other documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
IOMAI STOCKHOLDERS AND INVESTORS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT AND,
WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY OTHER RELEVANT MATERIALS,
IN THEIR ENTIRETY BECAUSE THE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND IOMAI. Investors and stockholders may obtain copies of the proxy statements and
other relevant documents filed with the SEC by Iomai free of charge at the SECs web site at
www.sec.gov. In addition, investors and stockholders may obtain copies of the proxy statements and
other relevant documents filed with the SEC by Iomai free of charge (when they are available) by
going to Iomais Investor Relations page on its corporate website at www.iomai.com.
Iomai and its directors, executive officers and other members of management may be deemed to be
participants in the solicitation of proxies from Iomais stockholders with respect to the proposed
transaction. Information regarding the interests of such potential participants in the proxy
solicitation are contained in the preliminary proxy statement and will be contained in the
definitive proxy statement and other relevant materials to be filed with the SEC when they become
available.
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.
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IOMAI CORPORATION
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Date: June 18, 2008
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By:
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/s/ Russell P. Wilson
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Name:
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Russell P. Wilson
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Title:
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Chief Financial Officer
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