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