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): February 11, 2003 VAXGEN, INC. (Exact name of Registrant as Specified in its Charter) DELAWARE 0-26483 94-3236309 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) incorporation or Identification Number) organization) 1000 MARINA BLVD., SUITE 200 BRISBANE, CALIFORNIA 94005 (Address of Principal Administrative Offices) Registrants Telephone Number, Including Area Code: (650) 624-1000 Item 5. Other Events. On February 11, 2003, VaxGen, Inc. released its financial results for the fourth quarter and year ended December 31, 2002. The press release is filed herewith as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. EXHIBIT DESCRIPTION 99.1 Press Release issued February 11, 2003. SIGNATURE 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. VaxGen, Inc. (Registrant) Dated: February 13, 2003 By: /s/ Carter A. Lee --------------------------- Carter A. Lee Senior Vice President Finance & Administration EXHIBIT INDEX EXHIBIT No. DESCRIPTION 99.1 Press Release issued February 11, 2003.