**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**(AmendmentNo. 1)**

 

| **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|-------------------------------------------------------------------------------------------|
|                                                                                      |
| **For  the fiscal year ended December 31, 2002**                                          |
|                                                                                      |
| **Commission  File Number:  0-24469**                                                |

** **

**GenVec,Inc.**

(Exact name ofRegistrant as specified in its charter)

 

| **Delaware**                                                                                  |   | **23-2705690**                        |
|-----------------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State of  Incorporation)                                                                     |   | (I.R.S. Employer  Identification No.) |
|                                                                                          |   |                                  |
| **65  West Watkins Mill Road, Gaithersburg, Maryland**                                        |   | **20878**                             |
| (Address of  principal executive offices)                                                     |   | (Zip Code)                            |
|                                                                                          |   |                                  |
| Registrant’s telephone  number, including area code:   **(240) 632-0740** |
|                                                                                          |   |                                  |
| Securities registered  pursuant to Section 12(b) of the Act:   **None**        |
|                                                                                          |   |                                  |
| Securities registered  pursuant to Section 12(g) of the Act:                                  |   |                                  |

 

**Titleof Each Class**

Common Stock, ParValue $0.001 Per SharePreferred Share Purchase Rights

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes  ý  No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this form 10-K or any amendment to this Form 10-K  o

 

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).

ý  Yes  o  No

 

As of June 30, 2002, theaggregate market value of the voting and non-voting common equity held bynon-affiliates of the Registrant based on the closing sale price of such stockas reported by the Nasdaq National Market on such date was $39,022,900. Forpurposes of this calculation, shares of common stock held by directors,officers and stockholders whose ownership exceeds ten percent of the commonstock outstanding at June 30, 2002 were excluded. Exclusion of such shares heldby any person should not be construed to indicate that the person possesses thepower, direct or indirect, to direct or cause the direction of the managementor policies of the Registrant, or that the person is controlled by or undercommon control with the Registrant.

 

As of April 22, 2003,there were 22,726,582 shares of the Registrant’s common stock, par value $0.001per share, outstanding.

 

 

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**EXPLANATORY NOTE**:

 

This Amendment No. 1 tothe Form 10-K for the fiscal year ended December 31, 2002 reflects the additionof the information required by Part III of Form 10-K, which was omitted inreliance on General Instruction G(3) thereto. We have made no further changes to the previously filed Form 10-K.  Except as otherwise specifically noted, allinformation in this Form 10-K/A is as of December 31, 2002 and does not reflectany subsequent information or events.

 

Table of Contents

 
| **Part III** |   | **Description**                                                  |
|--------------|--------|------------------------------------------------------------------|
|         |   |                                                             |
| Item 10.     |   | Directors and Executive  Officers of the Registrant              |
| Item 11.     |   | Executive Compensation                                           |
| Item 12.     |   | Security Ownership of Certain  Beneficial Owners and Management. |
| Item 13.     |   | Certain Relationships and  Related Transactions                  |

 

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**Item 10.****                                                    DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

Information regarding our Executive Officers isincluded in our original Form 10-K under the heading “Executive Officers of theRegistrant.”

 

The following sets forth thenames and ages, as of April 28, 2003, of the members of the Board of Directors,their respective positions and offices with the Company, the period duringwhich each has served as a director of the Company and their principaloccupations or employment during the past five years. 

 
| **Name**                              |   | **Age** |   | **Position**                          |   | **Director Since** |   | **Term Expires** |
|---------------------------------------|--------|---------|--------|---------------------------------------|--------|--------------------|--------|------------------|
| Herbert  J. Conrad (4)                |   | 70      |   | Chairman  of the Board of Directors   |   | 1994               |   | 2003             |
| Paul  H. Fischer, Ph.D. (4)           |   | 53      |   | Chief  Executive Officer and Director |   | 1996               |   | 2003             |
| Barbara  Hackman Franklin (1) (2)     |   | 63      |   | Director                              |   | 2002               |   | 2005             |
| Wayne  T. Hockmeyer, Ph.D. (1) (3)    |   | 58      |   | Director                              |   | 2000               |   | 2003             |
| William  N. Kelley, M.D.  (3)         |   | 63      |   | Director                              |   | 2002               |   | 2004             |
| John  H. Landon (1) (2)               |   | 62      |   | Director                              |   | 2001               |   | 2004             |
| Louis  M. Sherwood, M.D.  (2) (3) (4) |   | 65      |   | Director                              |   | 2002               |   | 2005             |
| Harold  R. Werner (1)                 |   | 54      |   | Director                              |   | 2002               |   | 2004             |
| Wendell  Wierenga, Ph.D. (2)          |   | 55      |   | Director                              |   | 1998               |   | 2005             |

 

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(1)          Member ofCompensation Committee

(2)          Member ofAudit Committee

(3)          Member ofNominating and Corporate Governance Committee

(4)          Member ofCompliance Committee

 

*HerbertJ. Conrad* has served as Chairman of the Board of Directors ofthe Company since September 1996, and as a director of the Company since August1994.  Mr. Conrad is a former directorof Theragen, Inc., which merged into the Company in August 1994.  He served as President of thePharmaceuticals Division and Senior Vice President of Hoffmann LaRoche, Inc.from 1982 until his retirement in 1993. Mr. Conrad joined Roche in 1960 andheld various positions, including Senior Vice President of the PharmaceuticalsDivision, Chairman of the Board of Medi-Physics, Inc., and Vice President,Public Affairs and Planning Divisions. Mr. Conrad is a director of Sicor Inc., Bio-Technology General Corp.,and Reliant Pharmaceuticals, Inc.

 

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*PaulH. Fischer, Ph.D.,*****serves as Chief Executive Officer and as adirector of the Company.  Dr. Fischerhas served as President and Chief Executive Officer and as a director of theCompany since 1995.  Prior to joiningGenVec, he was Executive Vice President of Research and Development withOncologix, Inc., (now Aronex Pharmaceuticals, Inc.) a biotechnologycompany.  His previous experienceincludes Manager, Cancer Research at Pfizer, Inc., a pharmaceutical company.  Dr. Fischer received his B.S. in Biologyfrom the University of Denver, his Ph.D. in Pharmacology from the University ofCalifornia at San Francisco and performed post-doctoral research inPharmacology at Yale University School of Medicine and was an associateProfessor of Human Oncology at the University of Wisconsin.

 

*BarbaraH. Franklin* joined the GenVec Board in October 2002. SinceJanuary 1995, Ms. Franklin has served as the President and Chief ExecutiveOfficer of Barbara Franklin Enterprises, a private international consulting andinvestment firm in Washington D.C. Between January 1993 and January 1995, she was a lecturer and served asa director of various corporations and organizations.  Previously, Ms. Franklin serves as the 29th U.S.Secretary of Commerce.  She has alsoserved as an Alternate Representative to the United Nations GeneralAssembly.  Ms. Franklin founded FranklinAssociates, an internationally recognized consulting firm, and served as itsPresident from 1984 through 1992.  Shewas Senior Fellow of the Wharton School of the University of Pennsylvania (1979–1988), one of the original Commissioners of the U.S. Consumer Product SafetyCommission (1973 – 979) and a staff assistant to the President, creating thefirst White House effort to recruit women for high level government jobs (1971–1973).  Ms. Franklin currently serveson the board of directors of Aetna Inc.; The Dow Chemical Company; Milacron,Inc.; and MedImmune, Inc. She has been a director of the Nasdaq Stock Market,Inc., and the American Institute of CPA’s and has been awarded the John J.McCloy Award for contributions to audit excellence.  Ms. Franklin graduated from the Pennsylvania State University andreceived a master’s degree in business administration from Harvard Business School.

 

*WayneT. Hockmeyer, Ph. D.,*****has served as a director of GenVec sinceDecember 2000.  Dr. Hockmeyer foundedMedImmune, Inc. in 1988 as President and Chief Executive Officer and waselected to serve on the Board of Directors in May 1988. Dr. Hockmeyer becameChairman of the Board of Directors in May 1993. He relinquished his position asChief Executive Officer in October 2000 and now serves as the Chairman of theBoard of Directors and President of MedImmune Ventures, Inc. Dr. Hockmeyerearned his bachelor’s degree from Purdue University and his Ph.D. from theUniversity of Florida in 1972. In 2002, Dr. Hockmeyer was awarded a Doctor ofScience *honoriscausa* from Purdue University. From 1966 to 1986 he served as a commissioned officer in the UnitedStates Army. From 1980 to 1986 he was Chairman of the Department of Immunologyat the Walter Reed Army Institute of Research. In 1986, Dr. Hockmeyer joinedPraxis Biologics as Vice President of Research and Development. Dr. Hockmeyeris a member of the Maryland Economic Development Commission and the MarylandTechnology Development Corporation. He is a member of the Board of Directors ofAdvancis Pharmaceutical Corp., Diversa Corporation, InterMune Pharmaceuticals,Inc., Idenix Pharmaceuticals, Inc., and TolerRx Inc. Dr. Hockmeyer is also amember of the Board of Directors of the Biotechnology Industry Association.

 

3

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*WilliamN. Kelley, M.D.,* has served as a director of GenVec sinceJune 2002.  Dr. Kelley has broadexperience in experimental models of gene therapy. Dr. Kelley and hiscolleagues at the University of Michigan were the first to propose in vivo genetherapy as it is recognized today and the first to directly administer a humangene in vivo and obtain expression in an experimental animal model.  In the fall of 1989, Dr. Kelley becameExecutive Vice President of the University of Pennsylvania withresponsibilities as Chief Executive Officer for the Medical Center, Dean of theSchool of Medicine, and the Robert G. Dunlop Professor of Medicine andBiochemistry and Biophysics.  Dr. Kelleyhas also served as President of the American Society for ClinicalInvestigation, President of the American College of Rheumatology, Chair of theAmerican Board of Internal Medicine and Chair of the Residency Review Committeefor Internal Medicine.  Dr. Kelley alsoserves on the Board of Merck & Company; Beckman Coulter; and AdvancedBio-Surfaces, Inc.

 

*JohnH. Landon* joined the GenVec Board in September 2001.  Prior to his appointment, he served as VicePresident and General Manager, Medical Products, for the DuPont Company from1992 to 1996.  From 1990 to 1992, heserved as Vice President and General Manager of DuPont’s Diagnostics andBiotechnology Division.  Additionalsenior management positions held at DuPont included Director of Diagnostics(1988 – 90), Business Director, Diagnostic Imaging (1985 – 88), and Director ofMarketing in that same division (1981 – 85). Mr. Landon also serves as a director of Digene Corporation and serves asChairman of the Board for Cholestech Corporation.  He is a prior Director of Mid-Atlantic Health Systems, ChristianaCare Corporation, the DuPont Merck Pharmaceutical Company and the HealthIndustry Manufacturers Association, now known as AdvaMed.

 

*LouisM. Sherwood, M.D.,*****has served as a director of GenVec sinceApril 2002. Dr. Sherwood has over 40 years of experience in medicine and drugdevelopment.  Dr. Sherwood recentlyretired from Merck & Co. where he served as Senior Vice President forMedical and Scientific Affairs and Chief Medical Officer, in the U.S. HumanHealth Division since 1992.  In thisrole, he was responsible for all medical activities in the U.S.marketplace.  Dr. Sherwood joined theMerck Sharp and Dohme *International* Division in 1987 as SeniorVice President and in 1989 moved to the Merck Research Laboratories, servingfor three years as Executive Vice President, Worldwide Development where heoversaw all new drug development.  Hehad previously served for seven years as Baumritter Professor and Chairman, Departmentof Medicine, Albert Einstein College of Medicine and Physician-in-Chief,Montefiore Medical Center, in New York. Dr. Sherwood also currently serves as adirector of Sciquest, Inc. and Galt Associates.

 

*Harold R. Werner* has served as a director of the Company sinceJanuary 2002.  Mr. Werner is aco-founder of HealthCare Ventures, a venture capital fund specializingin healthcare.  Prior to the formation of HealthCare Ventures in 1985, Mr. Wernerwas Director of New Ventures for Johnson & Johnson DevelopmentCorporation.  Mr. Werner has served onthe Boards of over thirty public and private companies in the health care fieldand has specialized in the formation of new high-science companies.  Mr. Werner was elected to the Board pursuantto the Investor Rights Agreement between the Company and HealthCare Ventures inconnection with HealthCare Ventures’ investment in the Company in December2001.  In connection with

 

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its investment, HealthCare Ventures was granted to right to designateone individual to fill a vacancy created on the Board pursuant to the InvestorRights Agreement.

 

*WendellWierenga, Ph.D.,* has served as a director of the Companysince April 1998.  Dr. Wierenga iscurrently President and CEO of Syrxx, Inc., a biotechnology company.  From 1990 until 2000, he was with TheWarner-Lambert Company, as Senior Vice President of Worldwide PreclinicalResearch, Development and Technologies. From 1997 to 2001, he was an Adjunct Professor in the Department ofChemistry at the University of Michigan. Dr. Wierenga received his B.A. inChemistry from Hope College and his Ph.D. in Chemistry from StanfordUniversity.  Dr. Wierenga also currentlyserves as a director of Onyx Pharmaceuticals, Ciphergen Biosystems, Inc. andXenoport.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934(the “1934 Act”) requires the Company’s executive officers, directors andpersons who beneficially own more than 10% of a registered class of theCompany’s equity securities to file with the SEC initial reports of ownershipand reports of changes in ownership of Common Stock and other equity securitiesof the Company.  Such executiveofficers, directors and greater than 10% beneficial owners are required by SECregulation to furnish the Company with copies of all Section 16(a) reportsfiled by such reporting persons.

 

Based solely on the Company’s review of copies of suchreports furnished to the Company and written representations that no otherreports were required during fiscal 2002, the Company believes that all Section16(a) filing requirements applicable to the Company’s executive officers,directors, and greater than 10% beneficial owners were complied with, except thatDr. Kelley’s Initial Statement of Beneficial Ownership on Form 3 was filedlate; two grants of options to Robert Tenerowicz were not reported timely onForm 5; one grant of options to Herbert Conrad was not reported timely on Form4; one grant of options to each of Herb Conrad, John Landon, William Kelley,Lou Sherwood, Wayne Hockmeyer, Wendell Wierenga, Jeffrey Church, Paul Fischer,Rick King, Henrik Rasmussen, Tom Smart, and Grant Yonehiro were not reportedtimely on Form 5.  The required formshave since been filed with the SEC.

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**Item 11.****                                                    EXECUTIVECOMPENSATION**

 

The following table sets forth a summary of allcompensation paid or accrued by the Company to the Chief Executive Officer andto the next four most highly compensated executive officers whose annualcompensation exceeded $100,000 for 2002 for services rendered to the Companyduring the years ended December 31, 2002, 2001 and 2000.

 

SUMMARY COMPENSATION TABLE

 
|                                                                                                 |   |     |   | **Annual Compensation** |    | **Long-Term  Compensation  Awards** |   |                                          |   |
|------------------------------------------------------------------------------------------------------|--------|----------|--------|-------------------------|---------|-------------------------------------|--------|-----------------------------------------------|--------|
| **Name and Principal Position**                                                                      |   | **Year** |   | **Salary  ($)**         |    | **Bonus  ($)**                      |   | **Securities  Underlying  Options/SARS  (#)** |   | **All Other   Compensation  (1)** |   |
| Paul  H. Fischer, Ph.D.  Chief Executive Officer and  Director                                       |   | 2002     |   | $                       | 304,830 |                                | $      | 64,014                                        |   | 100,000 |   | $ | 3,000 |   |
|                                                                                                 | 2001   |     | $      | 282,270                 |    | $                                   | 54,690 |                                          | 40,000 |   | $ | 2,625 |   |
|                                                                                                 | 2000   |     | $      | 256,608                 |    | $                                   | 50,800 |                                          | — |   | $ | 2,625 |   |
|                                                                                                 |   |     |   |                    |    |                                |   |                                          |   |   |   |
| Jeffrey  W. Church,  Chief Financial Officer, Treasurer and  Corporate Secretary                     |   | 2002     |   | $                       | 213,007 |                                | $      | 29,288                                        |   | 30,000 |   | $ | 2,750 |   |
|                                                                                                 | 2001   |     | $      | 200,970                 |    | $                                   | 35,170 |                                          | 5,000  |   | $ | 2,625 |   |
|                                                                                                 | 2000   |     | $      | 189,590                 |    | $                                   | 33,366 |                                          | 37,500 |   | $ | 2,625 |   |
|                                                                                                 |   |     |   |                    |    |                                |   |                                          |   |   |   |
| Imre Kovesdi, Ph.D.  Vice President, Chief Science Officer                                           |   | 2002     |   | $                       | 192,608 |                                | $      | 30,817                                        |   | 15,000 |   | $ | 2,889 |   |
|                                                                                                 | 2001   |     | $      | 185,210                 |    | $                                   | 25,003 |                                          | — |   | $ | 2,625 |   |
|                                                                                                 | 2000   |     | $      | 176,390                 |    | $                                   | 29,490 |                                          | 15,000 |   | $ | 2,625 |   |
|                                                                                                 |   |     |   |                    |    |                                |   |                                          |   |   |   |
| Henrik  S. Rasmussen, M.D., Ph.D.  Senior Vice President, Clinical Operations and Regulatory Affairs |   | 2002     |   | $                       | 230,000 |                                | $      | 12,500                                        |   | 50,000 |   | $ | 2,750 |   |
|                                                                                                 | 2001   |     | $      | 207,980                 |    | $                                   | 36,396 |                                          | 20,000 |   | $ | 2,625 |   |
|                                                                                                 | 2000   |     | $      | 198,075                 |    | $                                   | 32,248 |                                          | 37,500 |   | $ | 2,625 |   |
|                                                                                                 |   |     |   |                    |    |                                |   |                                          |   |   |   |
| Thomas E. Smart  Senior Vice President of Corporate Development                                      |   | 2002     |   | $                       | 207,018 |                                | $      | 28,465                                        |   | 30,000 |   | $ | 2,750 |   |
|                                                                                                 | 2001   |     | $      | 195,300                 |    | $                                   | 34,178 |                                          | 10,000 |   | $ | 2,625 |   |
|                                                                                                 | 2000   |     | $      | 186,000                 |    | $                                   | 29,460 |                                          | 46,873 |   | $ | 2,625 |   |

 

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(1)          Representsthe Company’s contribution to GenVec’s 401-K Defined Contribution Plan.

 

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**OPTION/SARGRANTS IN LAST FISCAL YEAR**

 

The following table sets forth grants of stock optionsmade during the year ended December 31, 2002, to each of the individuals listedin the Summary Compensation Table.

 
| **Name**                       |   | **Number of  Securities  Underlying  Options  Granted (1)** |       | **% of Total  Options   Granted to  Employees  in 2002** |   | **Exercise  Price per  Share** |      | **Expiration  Date** |    | **Potential  Realizable  Value at Assumed  Annual Rates of Stock  Price Appreciation for  Option Term (2)** |     |
|--------------------------------|--------|-------------------------------------------------------------|------------|----------------------------------------------------------|--------|--------------------------------|-----------|----------------------|---------|-------------------------------------------------------------------------------------------------------------|----------|
|                           |   | ** **                                                  | ** ** | ** **                                               | **5%** |                           | **10%**   | ** **           |
| Paul  H. Fischer, Ph.D.        |   | 40,000                                                      |       | 8.90%                                                    |   | $4.05                          |      | 1/18/2012            |    |                                                                                                        | $101,881 |   |   | $258,186 |   |
|                           | 60,000 |                                                        |       |                                                     | $3.25  |                           | 7/30/2012 |                 | 122,634 |                                                                                                        | 310,780  |   |
|                           |   |                                                        |       |                                                     |   |                           |      |                 |    |                                                                                                        |     |   |   |
| Jeffrey  W. Church             |   | 30,000                                                      |       | 2.67%                                                    |   | $3.25                          |      | 7/30/2012            |    | 61,317                                                                                                      |     | 155,390 |   |
|                           |   |                                                        |       |                                                     |   |                           |      |                 |    |                                                                                                        |     |   |   |
| Imre  Kovesdi, Ph.D.           |   | 15,000                                                      |       | 1.34%                                                    |   | $3.25                          |      | 7/30/2012            |    | 30,659                                                                                                      |     | 77,695 |   |
|                           |   |                                                        |       |                                                     |   |                           |      |                 |    |                                                                                                        |     |   |   |
| Henrik  Rasmussen, M.D., Ph.D. |   | 10,000                                                      |       | 4.45%                                                    |   | $4.05                          |      | 1/18/2012            |    | 25,470                                                                                                      |     | 64,547 |   |
|                           | 40,000 |                                                        |       |                                                     | $3.25  |                           | 7/30/2012 |                 | 81,756  |                                                                                                        | 207,187  |   |
|                           |   |                                                        |       |                                                     |   |                           |      |                 |    |                                                                                                        |     |   |   |
| Thomas  E. Smart               |   | 30,000                                                      |       | 2.67%                                                    |   | $3.25                          |      | 7/30/2012            |    | 61,317                                                                                                      |     | 155,390 |   |
|                                |        |                                                             |            |                                                          |        |                                |           |                      |         |                                                                                                             |          |  |  |  |  |

 

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(1)          1/8 of each option grantvests six months after the date of grant and the remainder vests monthly on a *pro rata*basis over the following 42 months.  Theoptions with an exercise price of $4.05 were granted under the Company’s 1993Stock Incentive Plan, which provides that in the event of a "change ofcontrol," as defined in the plan, each option will fully vest and becomeexercisable.  The balance of the optionswere granted under the Company’s 2002 Stock Option Plan; the option agreementsunder that plan provide that in the event the executive is terminated withoutcause or resigns with good reason within two years of a "change incontrol," as defined in the agreements, each option will fully vest andbecome exercisable.

 

(2)          In accordance with therules and regulations of the Securities and Exchange Commission, such gains arebased on assumed rates of annual compound stock appreciation of 5% and 10% fromthe date on which the options were granted over the full term of theoptions.  The rates do not represent theCompany’s estimate or projection of future Common Stock prices, and noassurance can be given that these rates of annual compound stock appreciationwill be achieved.

 

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**AGGREGATED OPTION EXERCISES IN LASTFISCAL YEAR ANDFISCAL YEAR-END OPTION VALUES**

** **
| **Name**                         |   | **Shares  Acquired  on  Exercise** |            | **Value  Realized** |              | **Number of  Securities  Underlying Unexercised  Options at December 31, 2002** |              | **Value of  Unexercised In-The-  Money Options at December  31, 2002** |            |
|----------------------------------|--------|------------------------------------|-----------------|---------------------|-------------------|---------------------------------------------------------------------------------|-------------------|------------------------------------------------------------------------|-----------------|
|                             |   |                               | **Exercisable** |                | **Unexercisable** |                                                                            | **Unexercisable** |                                                                   | **Exercisable** | ** ** |
| Paul  H. Fischer, Ph.D.          |   | 40,000                             |            | $112,800            |              | 446,374                                                                         |              | 116,668                                                                |            |   | $477,958 |   |   | $2,583 |   |
|                             |   |                               |            |                |              |                                                                            |              |                                                                   |            |   |   |   |   |
| Jeffrey  W. Church               |   | —                             |            | —              |              | 127,863                                                                         |              | 49,637                                                                 |            | 45,327 |   | 323 |   |
|                             |   |                               |            |                |              |                                                                            |              |                                                                   |            |   |   |   |   |
| Imre  Kovesdi, Ph.D.             |   | 31,440                             |            | $66,630             |              | 67,922                                                                          |              | 25,220                                                                 |            | 121,761 |   | — |   |
|                             |   |                               |            |                |              |                                                                            |              |                                                                   |            |   |   |   |   |
| Henrik  S. Rasmussen M.D., Ph.D. |   | —                             |            | —              |              | 133,590                                                                         |              | 86,409                                                                 |            | 708 |   | 1,292 |   |
|                             |   |                               |            |                |              |                                                                            |              |                                                                   |            |   |   |   |   |
| Thomas  E. Smart                 |   | —                             |            | —              |              | 166,310                                                                         |              | 60,836                                                                 |            | 129,706 |   | 646 |   |
|                                  |        |                                    |                 |                     |                   |                                                                                 |                   |                                                                        |                 |  |  |  |  |  |  |

 

**Compensation of Directors**

 

During 2002, each non-employeedirector received $2,000 per Board meeting attended, $650 per committee meetingattended prior to April 19, 2002, $1,000 per committee meeting attended afterApril 19, 2002 and $3,000 per quarter as a retainer.  Effective October 1, 2002, the Company’s Chairman of the Boardreceived $4,000 per Board meeting attended, $1,000 per committee meetingattended and $6,000 per quarter as a retainer. Directors were reimbursed for some expenses in connection with attendanceat Board and committee meetings.

 

Under the 2002 Stock IncentivePlan, which became effective as of June 6, 2002, non-employee directors willreceive: (i) grants of options to purchase 20,000 shares of Common Stock whichare exercisable ratably over a four-year period upon the effective date suchnon-employee director joins the Board and (ii) annual automatic grantsof 15,000 options, 50% of which will be exercisable six months after the dateof grant and 50% of which will be exercisable 12 months after the date ofgrant, except for the Chairman of the Board, who receives an annual automaticgrant of 22,5000 options instead of 15,000 options.  The options granted to the Chairman become exercisable in thesame proportion as the options granted to the other directors.

 

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Mr. Werner has declined to accept options for service on the Board.

 

See “Certain Relationships andRelated Transactions” for a description of the Company’s consulting agreementwith our Chairman, Mr. Herbert J. Conrad.

 

**Employment Contracts and Terminationof Employment and Change-in-Control Arrangements**

 

We do not currently haveemployment agreements with our executive officers.  On October 15, 2002, we entered into Salary ContinuationAgreements and/or Change in Control Agreements with our executiveofficers.  The material terms of theseagreements are described below.

 

The terms of Dr. Fischer’sSalary Continuation Agreement provide that if Dr. Fischer’s employment isterminated without cause and other than by reason of death or disability, theCompany will continue to pay Dr. Fischer’s salary and provide him with lifeinsurance and health insurance for a period of 24 months from the date of histermination.  In addition, the Companyis required to pay Dr. Fischer an additional payment equal to the pro rataamount of his bonus for the last completed year of employment based on thenumber of months worked in the year of termination.  Dr. Fischer’s Change in Control Agreement provides that if he isterminated or resigns for good cause in connection with a change in control ofthe Company, he is entitled to (i) a severance payment based on 24 monthssalary and bonus, (ii) an additional pro rata payment based on his highestannual salary in the past year and his highest bonus amount in the past threeyears, (iii) a bonus applicable to the preceding fiscal year, if not yet paid,and (iv) continuation of life and health insurance benefits for a period of 24months.  The Company is also obligatedto provide a one-time payment to cover taxes due on such benefits.  The Salary Continuation Agreement containsobligations on Dr. Fischer’s part regarding non-disparagement andnon-competition, and both agreements provide for his nondisclosure of proprietaryinformation.   If Dr. Fischer should diewhile entitled to any payments or benefits under either agreement, suchpayments and benefits are payable to Dr. Fischer’s heirs or estate.

 

The terms of our SalaryContinuation Agreements with Mr. Church, Dr. Kovesdi, Mr. Smart and Dr.Rasmussen are identical to the terms of the Salary Continuation Agreement theCompany entered into with Dr. Fischer, as described above, except that undertheir agreements Mr. Church, Dr. Kovesdi, Mr. Smart and Dr. Rasmussen areentitled to salary and insurance benefits for 12 months instead of 24 months.

 

The Company has also enteredinto Change in Control Agreements with Mr. Church, Mr. Smart and Dr.Rasmussen.  The terms of theseagreements are identical to the terms of the Change in Control Agreement

 

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that the Company entered into with Dr. Fischer,as described above, except that under their agreements Mr. Church's, Mr.Smart's and Dr. Rasmussen's severence payment is based on, and they areentitled to continuation of health and life insurance benefits for, 18 monthsinstead of 24 months.  The Company hasnot entered into a Change in Control Agreement with Dr. Kovesdi.

 

In connection with the Company'spreviously-announced restructuring, Dr. Kovesdi’s and Mr. Smart’s employmentwith the Company was terminated on April 23, 2003.  Dr. Kovesdi and Mr. Smart will receive the benefits they areentitled to under their Salary Continuation Agreements.

 

Dr. Rasmussen resigned from theCompany on February 14, 2003.  He didnot receive any severance or other benefits upon his resignation pursuant toemployment or any other agreement with the Company, including the agreementsdiscussed in this section.

 

**Compensation Committee Interlocks andInsider Participation**

 

During 2002, our CompensationCommittee consisted of Dr. Hockmeyer, Mr. Landon and, until he resigned fromthe committee effective December 4, 2002, Mr. Conrad.  Ms. Franklin replaced Mr. Conrad on the Compensation Committee.  On March 1, 2002, the Company entered into aconsulting agreement with Mr. Herbert J. Conrad, the chairman of the Board ofDirectors.  Under the agreement, Mr.Conrad would consult with us for a minimum of five days per month for $1,500per day.  Mr. Conrad received $150,000pursuant to this agreement in 2002. This agreement was terminated on September 30, 2002.

 

**Item 12.****                                                    SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

 

The following table sets forthcertain information as of April 22, 2003, regarding the beneficial ownership ofthe Company’s Common Stock by (i) those persons known to the Company to be thebeneficial owners of more than 5% of the outstanding shares of Common Stock,(ii) each of the individuals listed in the “Summary Compensation Table” below,(iii) each director of the Company, and (iv) all current directors andexecutive officers as a group.

 

Beneficial ownership isdetermined in accordance with the rules of the Securities and ExchangeCommission (“SEC”) computing the number of shares of Common Stock beneficiallyowned by a person and the percentage ownership of that person.  Shares of Common Stock subject to optionscurrently exercisable or exercisable within 60 days after April 22, 2003 areconsidered outstanding for the purpose of computing the percentage ownership ofthe person holding such options, but are not considered outstanding whencomputing the percentage ownership of each other person.

 

Except as indicated in thefootnotes to this table, each stockholder named in the table below has solevoting and investment power for the shares shown as beneficially owned bythem.  Percentage of ownership is basedon 22,726,582 shares of Common Stock outstanding on April 22, 2003.

 

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** **
| **Name of Beneficial Owner**                                  |   | **Number of   Shares Owned** |   | **Percentage of   Class Owned** |   |
|---------------------------------------------------------------|--------|------------------------------|--------|---------------------------------|--------|
| HealthCare Ventures LLC (1)                                   |   | 3,582,000                    |   | 15.76                           | %      |
| Wellington Management Company, LLP (2)                        |   | 2,282,200                    |   | 10.04                           | %      |
| Pfizer, Inc. (3)                                              |   | 1,925,439                    |   | 8.47                            | %      |
| Anthony B. Low-Beer (4)                                       |   | 1,437,000                    |   | 6.32                            | %      |
| Hillman Affiliated Group (5)                                  |   | 1,161,736                    |   | 5.11                            | %      |
| Herbert J. Conrad (6)                                         |   | 207,753                      |   |                            | *      |
| Barbara Hackman Franklin (6)                                  |   | 15,000                       |   |                            | *      |
| Wayne T. Hockmeyer, Ph.D. (6)                                 |   | 46,500                       |   |                            | *      |
| William N. Kelley, M.D. (6)                                   |   | 25,000                       |   |                            | *      |
| John H. Landon (6)                                            |   | 30,000                       |   |                            | *      |
| Louis M. Sherwood (6)                                         |   | 20,000                       |   |                            | *      |
| Harold R. Werner (1) (6)                                      |   | —                       |   |                            | *      |
| Wendell Wierenga, Ph.D. (6)                                   |   | 61,250                       |   |                            | *      |
| David P. Wright (6)                                           |   | 39,375                       |   |                            | *      |
| Paul H. Fischer, Ph.D. (6)                                    |   | 582,606                      |   | 2.51                            | %      |
| Jeffrey W. Church (6)                                         |   | 140,320                      |   |                            | *      |
| C. Richter King, Ph.D. (6)                                    |   | 136,238                      |   |                            | *      |
| Imre Kovesdi, Ph.D. (6)                                       |   | 162,603                      |   |                            | *      |
| Henrik S. Rasmussen (6)                                       |   | 156,127                      |   |                            | *      |
| David W. Robinson (6)                                         |   | 14,062                       |   |                            | *      |
| Thomas E. Smart (6)                                           |   | 298,646                      |   | 1.30                            | %      |
| Robert S. Tenerowicz (6)                                      |   | 89,234                       |   |                            | *      |
| Grant Yonehiro (6)                                            |   | 152,892                      |   |                            | *      |
| All directors and executive officers as a group (18  persons) |   | 2,177,606                    |   | 8.94                            | %      |

 

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*      Represents ownership that does not exceed 1% of the outstandingshares of the Company’s Common Stock.

 

(1)          Theaddress for HealthCare Ventures LLC is 44 Nassau Street, Princeton, NJ,08542.  This information is based on aSchedule 13D filed with the SEC on December 31, 2001, which reported thatHealthCare Ventures V, LLP and HealthCare Ventures VI LLP each held sole votingpower for 1,791,000 shares of Common Stock, shared voting power for no sharesof Common stock, sole dispositive power for 1,791,000 shares of Common Stockand shared dispositive power for no shares of Common Stock.

 

(2)          Theaddress for Wellington Management Company LLP is 75 State Street, Boston, MA,02109.  This information is based on aSchedule 13G filed with the SEC on February 12, 2003, which reported solevoting power for no shares of Common Stock, shared voting power for 2,084,500shares of Common Stock, sole dispositive power for no shares of Common Stockand shared dispositive power for 2,282,200 shares of Common Stock.  Wellington Management Company LLP’sownership is based upon its being the parent holding company for WellingtonTrust Company, NA.  The shares reportedhere are held of record by clients of Wellington Management Company LLP and arereported based on Wellington Management Company LLP’s capacity as investmentadviser.

 

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(3)          TheWarner-Lambert Company, a wholly owned subsidiary of Pfizer, Inc, holds theseshares of Common Stock.  The address forPfizer, Inc. is 2800 Plymouth Road, Ann Arbor, MI, 48105.

 

(4)          Theaddress for Anthony B. Low-Beer is 45 Rockefeller Plaza, Suite 2570, New York,NY 10111.  This information is based ona Schedule 13G filed with the SEC on April 10, 2003, which reported sole votingpower for 740,000 shares of Common Stock, shared voting power for 697,000shares of Common Stock, sole dispositive power for 1,437,000 shares of CommonStock and shared dispositive power for no shares of Common Stock.

 

(5)          16,528 shares of CommonStock are owned of record and beneficially by Hillman/Dover LimitedPartnership. Wilmington Securities, Inc. is the sole general partner ofHillman/Dover Limited Partnership. Wilmington Securities, Inc. is awholly-owned subsidiary of Wilmington Equities, Inc. Wilmington Equities, Inc.is a wholly-owned subsidiary of Wilmington Investments, Inc.  Wilmington Investments, Inc. is awholly-owned subsidiary of The Hillman Company, which is controlled by theHenry L. Hillman Trust U/A dated November 18, 1985, a Pennsylvania revocabletrust, the “HLH Trust”.  490,804 sharesof Common Stock are owned of record and beneficially by Henry L. Hillman, ElsieHilliard Hillman and C. G. Grefenstette, Trustees of the HLH Trust.  163,601 shares of Common Stock each areowned of record and beneficially by C. G. Grefenstette and L. M. Wagner,Trustees of the following trusts: U/A/T dated December 30, 1976 for theChildren of Juliet Lea Hillman Simonds, a Pennsylvania irrevocable trust, U/A/Tdated December 30, 1976 for the Children of Audrey Hillman Fisher, aPennsylvania irrevocable trust, U/A/T dated December 30, 1976 for the Childrenof Henry Lea Hillman, Jr., a Pennsylvania irrevocable trust, U/A/T datedDecember 30, 1976 for the Children of William Talbott Hillman, a Pennsylvaniairrevocable trust,  (together, the “1976Trusts”), C. G. Grefenstette shares power to vote or to direct the vote andshares power to dispose or to direct the disposition of the shares of stockowned by the 1976 Trusts, the HLH Trust and Hillman/Dover LimitedPartnership.  Henry L. Hillman sharespower to vote or to direct the vote and shares power to dispose or direct thedisposition of the shares of stock owned by the HLH Trust and Hillman/DoverLimited Partnership.  Elsie HilliardHillman shares power to vote or to direct the vote and shares power to disposeor to direct the disposition of the shares of stock owned by the HLH Trust andHillman/Dover Limited Partnership.  Theaddress for the Hillman Affiliated Group is 310 Grant Street, 1900 GrantBuilding, Pittsburgh, PA, 15219.  Thisinformation is based on a Schedule 13G filed with the SEC on February 13,2003.

 

(6)          Includes shares ofCommon Stock issuable upon exercise of options that are exercisable within 60days in the following amounts: Herbert J. Conrad, 114,652 shares; BarbaraHackman Franklin, 10,000 shares; Wayne T. Hockmeyer, 26,500 shares; William N.Kelley, 20,000 shares; John H. Landon 20,000 shares; Louis M. Sherwood, 20,000shares; Harold R. Werner 0 shares; Wendell Wierenga, 61,250 shares; David P.Wright, 34,375 shares; Paul H. Fischer, 468,040 shares; Jeffrey W. Church,139,320 shares; C. Richter King, 134,238 shares; Imre Kovesdi, 31,716 shares;Henrik S. Rasmussen, 143,327 shares; David W. Robinson, 14,062 shares; ThomasE. Smart, 184,772 shares; Robert S. Tenerowicz,75,299 shares; and Grant Yonehiro, 126,162 shares.

 

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**Options under Employee Benefit Plans**

 

The following table discloses certain informationabout the options issued and available for issuance under all outstandingCompany option plans as of December 31, 2002:

** **
|                                                        |   | **(a)**                                                                                                    |   | **(b)**                                                                                                  |   | **(c)**                                                                                                                                                        |    |
|-------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
| **Plan  category**                                          |   | **Number of securities to be  issued upon exercise  of outstanding   options, warrants   and rights** |   | **Weighted-average     exercise price of    outstanding options,    warrants and rights** |   | **Number of   securities remaining   available for future   issuance under   equity compensation   plans (excluding   securities reflecting   in column (a))** |    |
| Equity  compensation plans approved by security holders     |   | 5,595,673                                                                                                  |   | $                                                                                                        | 3.18   |                                                                                                                                                           | 404,327 |   |
| Equity  compensation plans not approved by security holders |   | —                                                                                                     |   | —                                                                                                   |   | —                                                                                                                                                         |    |
| Total                                                       |   | 5,595,673                                                                                                  |   | $                                                                                                        | 3.18   |                                                                                                                                                           | 404,327 |   |

 

**Item 13.****                                                    CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.**

 

On March 1, 2002, the Company enteredinto a consulting agreement with Mr. Herbert J. Conrad, the chairman of theBoard of Directors.  Under theagreement, Mr. Conrad would consult with us for a minimum of five days permonth for $1,500 per day.  Mr. Conradreceived $150,000 pursuant to this agreement in 2002.  This Agreement was terminated on September 30, 2002.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Registrant has duly caused thisAmendment to its Annual Report on Form 10-K to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                       | GENVEC, INC.                          |
|----------------------------|---------------------------------------|
|                       |                                  |
| Date:  April 28, 2003 | By:                                   | /s/ Paul H. Fischer,  Ph.D. |   |   |
|                       | Paul H. Fischer, Ph.D.,  President,   |
|                       | Chief Executive Officer  and Director |

 

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CERTIFICATIONS

 

I, Paul H. Fischer,Ph.D., certify that:

 

1. I have reviewed thisannual report on Form 10-K/A of GenVec, Inc.

 

2. Based on my knowledge,this annual report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisannual report, fairly present in all material respects the financial condition,results of operations and cash flows of the Registrant as of, and for, theperiods presented in this annual report;

 

4. The Registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and have:

 

a) designed suchdisclosure controls and procedures to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b) evaluated theeffectiveness of the Registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c) presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the Registrant’s auditors and the Audit Committee of Registrant’s Board ofDirectors (or persons performing the equivalent functions):

 

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the Registrant’s ability to record, process, summarize andreport financial data and have identified for the Registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant’s internal controls; and

 

6. The Registrant’s othercertifying officer and I have indicated in this annual report whether therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| Date: April 28, 2003 |
|----------------------|
|                 | /s/ Paul H Fischer  Ph.D. |   |
|                 | Paul H. Fischer, Ph.D. |
|                 | Chief Executive Officer |

 

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I, Jeffrey W. Church,certify that:

 

1. I have reviewed thisannual report on Form 10-K/A of GenVec, Inc.

 

2. Based on my knowledge,this annual report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisannual report, fairly present in all material respects the financial condition,results of operations and cash flows of the Registrant as of, and for, theperiods presented in this annual report;

 

4. The Registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

 

a) designed suchdisclosure controls and procedures to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b) evaluated theeffectiveness of the Registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c) presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5. The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the Registrant’s auditors and the Audit Committee of Registrant’s Board ofDirectors (or persons performing the equivalent functions):

 

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the Registrant’s ability to record, process, summarize andreport financial data and have identified for the Registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant’s internal controls; and

 

6. The Registrant’s other certifying officer and I have indicated inthis annual report whether there were significant changes in internal controlsor in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

 
| Date: April 28, 2003 | /s/ Jeffrey W. Church                                        |   |
|----------------------|--------------------------------------------------------------|--------|
|                 | Jeffrey W. Church                                            |
|                 | Chief Financial  Officer, Treasurer and  Corporate Secretary |

 

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