UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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VaxGen, Inc.
(Name of Registrant as Specified in Its Charter)
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VaxGen Full Value Committee, BA Value Investors, LLC, Steven N. Bronson,
ROI Capital Management, Inc., Mark T. Boyer and Mitchell J. Soboleski
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PRESS RELEASE
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Contact: Steven N. Bronson
Telephone: 561-362-4199 ext 4
The VaxGen Full Value Committee Nominates Five Highly
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Qualified Candidates to Replace Current VaxGen Board
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Boca Raton, FL, September 22, 2009 --(Business Wire)--The VaxGen Full Value
Committee (Committee) today reported that, on September 17th, it delivered to
VaxGen Inc. (VXGN.OB) a solicitation notice for the nomination of five highly
qualified director candidates to reconstitute the board of VaxGen at the
upcoming 2009 annual meeting.
Members of the Committee, which currently consist of BA Value Investors LLC, a
private investment firm founded by Steven N. Bronson, and ROI Capital
Management, a registered investment advisor managed by Mark T. Boyer and
Mitchell J. Soboleski, collectively own 13.7% of the outstanding common stock of
VaxGen. The Committee expects that, if elected, its nominees will work to--
1. Return capital to VaxGen's shareholders, including an immediate
distribution of $10,000,000 in cash;
2. Negotiate a termination of VaxGen's real property lease, which is out
of all proportion to the Company's needs and constitutes a serious
drain on the Company's resources;
3. Explore ways to monetize VaxGen's value as a "public shell," including
the utilization of the Company's substantial net operating losses; and
4. Protect for the benefit of shareholders royalty payments receivable as
a result of the sale of VaxGen's intellectual property.
The VaxGen Full Value Committee is dedicated to maximizing value for all
shareholders. After the Company's failed merger with Raven Biotechnologies, Inc.
in March 2008, the Board publicly disclosed that it would either pursue one or
more strategic transactions or, failing to do so, dissolve the Company. The
Company has done neither. Instead, members of the VaxGen board of directors have
been paid compensation in amounts that the Committee believes are exorbitant,
considering that the Company has no operations and is continuing to burn cash
and cumulate losses. Since 2008, over $300,000 annually was paid to each of two
non-employee directors serving on the strategic transaction committee of the
Company's board. It was only after Mr. Bronson's letter to the board in June
2009 that the Company announced that it was discontinuing the compensation to
the two outside board members for service on this committee. The Committee is
committed to eliminating this type of board conduct.
Certain information concerning the Committee's nominees follows.
Steven N. Bronson. Mr. Bronson, age 44, is the President of Catalyst Financial
LLC, a privately held full service investment banking firm, and has held that
position since September 1998. Mr. Bronson also serves as an officer and
director of 4net Software, Inc., Ridgefield Acquisition Corp. and BKF Capital
Group, Inc.
David E. Castaneda. Mr. Castaneda, age 45, is the President of the Market
Development Consulting Group, Inc. (MDC Group), a management consulting firm he
founded in 1991 to offer expertise in corporate finance, corporate development
and investor relations. From January 2004 to October 2007, he was Vice President
Investor Relations for Cheniere Energy, Inc.
Leonard Hagan. Mr. Hagan, age 56, is a partner at Hagan & Burns CPA's, PC in New
York and has held that position since 2004. Mr. Hagan is also a director of 4net
Software, Inc., BKF Capital Group, Inc. and Ridgefield Acquisition Corp.
Mark Boyer. Mr. Boyer, age 52, has been the President and a Director of ROI
Capital Management, an investment advisor, since July 1992.
E. Steven zum Tobel. Mr. zum Tobel, age 42, is the founder, director and
shareholder of First American Capital & Trading Corporation, a wholesale
institutional specialty brokerage firm. He has been with First American Capital
since 2002.
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The following is a list of the names and shareholdings, if any, of persons who
may be deemed to be "participants" in the Committee's solicitation with respect
to the shares of the Company: BA Value Investors LLC owns beneficially 1,822,000
shares of common stock of the Company. Steven N. Bronson, the manager of BA
Value Investors and a nominee, may be deemed to be a participant but does not
individually own any common stock. ROI Capital Management owns beneficially
2,389,600 shares of common stock. Mark Boyer, president and a director of ROI
Capital Management and a nominee, owns beneficially 340,010 shares of common
stock and may be deemed to be a participant. Mitchell J. Soboleski, secretary
and a director of ROI Capital Management, may also be deemed a participant.
David E. Castaneda, Leonard Hagan and E. Steven zum Tobel, as nominees for
election as directors of VaxGen, may be deemed to be participants but do not
individually own any common stock of the Company.
The VaxGen Full Value Committee intends to disseminate a proxy statement with
respect to its solicitation in support of its nomination of directors at the
Company's 2009 annual meeting. Shareholders should read this proxy statement if
and when it becomes available because it will contain important information.
Shareholders will be able to obtain copies of the proxy statement, related
materials and other documents filed with the Securities and Exchange
Commission's web site at http://www.sec.gov without charge when these documents
become available. Shareholders will also be able to obtain copies of that proxy
statement and related materials without charge, when available, from the
Committee by oral or written request: c/o Catalyst Financial, LLC, 1 North
Federal Hwy, Suite 201,Boca Raton, FL 33432, telephone 561-362-4199 ext 4.