UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 22, 2007
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other jurisdiction (Commission (I.R.S. Employer incorporation
of organization) File Number) or Identification Number)
349 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of Principal Administrative Offices)
Registrant's Telephone Number, Including Area Code: (650) 624-1000
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5-- CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 22, 2007, VaxGen, Inc. ("VaxGen") entered into a Resignation
Agreement with Lance K. Gordon, Ph.D., who resigned as VaxGen's President and
CEO and as a member of its Board of Directors, effective January 5, 2007.
Pursuant to this agreement, Dr. Gordon is entitled to receive severance benefits
equal to 12 months of his base salary as well as COBRA health care continuation,
paid by VaxGen through December 31, 2007. The vesting of outstanding VaxGen
stock options and other equity awards held by Dr. Gordon was accelerated under
the agreement, such that all unvested shares (consisting of 18,750 shares with
an exercise price of $5.50 per share) became fully vested and immediately
exercisable. In connection with the Resignation Agreement, Dr. Gordon granted a
release in favor of VaxGen. Dr. Gordon will provide two months of consulting
services to VaxGen, for which he will receive a monthly consulting fee of
$35,000.
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 28, 2007 By: /s/ Matthew J. Pfeffer
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Matthew J. Pfeffer
Senior Vice President, Finance and Administration
and Chief Financial Officer