0001170316-14-000001.txt : 20140114 0001170316-14-000001.hdr.sgml : 20140114 20140114135707 ACCESSION NUMBER: 0001170316-14-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140114 DATE AS OF CHANGE: 20140114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VICAL INC CENTRAL INDEX KEY: 0000819050 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 930948554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42755 FILM NUMBER: 14526769 BUSINESS ADDRESS: STREET 1: 10390 PACIFIC CENTER COURT STREET 2: . CITY: SAN DIEGO STATE: CA ZIP: 92121-4340 BUSINESS PHONE: 858-646-1100 MAIL ADDRESS: STREET 1: 10390 PACIFIC CENTER COURT STREET 2: . CITY: SAN DIEGO STATE: CA ZIP: 92121-4340 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER JAMES R CENTRAL INDEX KEY: 0001170316 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PO BOX 7020 CITY: PORTLAND STATE: ME ZIP: 04112 SC 13G/A 1 13G10.txt SCHEDULE 13G AMENDMENT 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* VICAL INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 925602104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 925602104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): James R. Singer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER 8,670,000* SHARES BENEFICIALLY 6 SHARED VOTING POWER None OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER 8,670,000* PERSON WITH: 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,670,000* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% 12 TYPE OF REPORTING PERSON (see instructions) IN *James R. Singer has sole voting and investment over 8,670,000 Common Shares owned by CEDF LLC, a Maine Limited Liability Company. See Items 2 and 4 of this Schedule for additional information. Item 1(a). Name of Issuer: Vical Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 10390 Pacific Center Court, San Diego, CA 92121 Item 2(a). Name of Person Filing: The person filing this report is James R. Singer, the sole member of CDEF LLC, a Maine Limited Liability Company. Item 2(b). Address of Principal Business Office or, if none, Residence: PO Box 7020, Portland, ME 04112 Item 2(c). Citizenship: United States of America Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 925602104 Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: James R. Singer beneficially owns a total of 8,670,000 Common Shares. This amount includes 8,670,000 shares owned by CDEF LLC, a Maine Limited Liability Company (b) Percent of Class: James R. Singer beneficially owns 10.0% of the shares outstanding. CDEF LLC owns 10.0% of the outstanding shares (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 8,670,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 8,670,000 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 14, 2014 Date /S/James R. Singer by Benjamin W. Lund, as Attorney-in-Fact Signature JAMES R. SINGER, SOLE MEMBER OF CDEF LLC Name/Title EX-1 2 POA.txt LIMITED POWER OF ATTORNEY VICAL INC. LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS I, JAMES R. SINGER, sole member of CDEF LLC, do hereby make, constitute and appoint Benjamin W. Lund and Cindy L. Violette, and each of them acting individually; my true and lawful attorneys for the purpose hereinafter set forth, effective as of this 31st day of December, 2013. References in this limited power of attorney to "my Attorney" are to each of the persons named above and to the person or persons substituted hereunder pursuant to the power of substitution granted herein. I hereby grant to my Attorney, for me and in my name, place and stead, the power: 1. To execute for and on my behalf, in my capacity as a stockholder of VICAL INC. (the "Company"), Schedule 13D and Schedule 13G, and all and any amendments thereto, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the "Exchange Act"); 2. To execute for and on my behalf in my capacity as a stockholder of the Company, Form 3, Form 4, and Form 5, and all and any amendments thereto, in accordance with Section 16(a) of the Exchange Act; 3. To do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, and Form 5 or any amendment thereto, and to timely file such schedule, form or amendment thereto with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and 4. To take any other action of any type whatsoever that, in the opinion of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority, it being understood that the documents executed by my Attorney pursuant to this limited power of attorney shall be in such form and shall contain such terms and conditions as my Attorney may approve. I hereby grant to my Attorney full power and authority to do and to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Attorney shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorney nor the Company is assuming any of my responsibilities to comply with the Exchange Act. This limited power of attorney shall remain in full force and effect until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 with respect to my holdings of, and transactions in, securities of the Company, unless earlier revoked by me in a signed writing delivered to each of my Attorneys and any substitutes therefor, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein. IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on the date first above written. /s/James R. Singer _____________________________ James R. Singer, Sole Member of CDEF LLC STATE OF MAINE COUNTY OF CUMBERLAND On this 31st day of December, 2013, before me personally appeared James R. Singer, sole member of CDEF LLC, and executed the foregoing instrument and acknowledged it to be his free act and deed. /s/Ben Lombard _____________________________ Notary Public for the State of Maine My Commission Expires: 1/10/2014