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): April 3, 2007
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) 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.)
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 1--REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2007, VaxGen, Inc. ("the Company" or "VaxGen") entered into a
settlement agreement with the U.S. Department of Health and Human Services
("HHS"), in which both parties agreed to terminate the remaining contract
related to the development and delivery of a next-generation anthrax vaccine
through a separate contract modification. The settlement agreement also releases
both parties of all liabilities associated with the Company's three government
contracts: Contract No. N01-AI-25494 dated September 2002, Contract No.
N01-AI-30053 dated September 2003 ("the 2003 Anthrax Contract") and Contract No.
HHSO100200500001C dated November 2004 ("the 2004 Anthrax Contract", and
collectively, the "HHS Contracts"). As part of the settlement agreement, the
National Institute of Allergy and Infectious Diseases ("NIAID"), an HHS agency,
agreed to pay VaxGen $11 million under the 2003 Anthrax Contract in full
settlement of all claims and disputes arising under the HHS Contracts. In
addition, the parties agreed to convert the termination of the 2004 Anthrax
Contract, which HHS terminated for default on December 19, 2006, from a
termination for default to a termination for convenience. The 2004 Anthrax
Contract was originally awarded to VaxGen to provide 75 million doses of a
modern anthrax vaccine for civilian biodefense.
This settlement agreement is attached as Exhibit 10.1 to this report and
is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
As part of the settlement agreement signed on April 3, 2007, VaxGen and
HHS agreed to terminate the 2003 Anthrax Contract, which was awarded to VaxGen
by NIAID in September 2003 for further research and development associated with
the Company's next-generation anthrax vaccine. Under a bilateral contract
modification, HHS terminated the 2003 Anthrax Contract for the convenience of
the government on a no-cost basis, effective April 3, 2007.
SECTION 2-- FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition
On April 5, 2007, VaxGen issued a press release titled, "VaxGen to Receive
$11M, Release From Potential Liabilities Under Settlement Agreement with U.S.
Government; Conference Call Scheduled for Today", in which the Company disclosed
its unaudited projected cash, cash equivalents and short-term investments
balance.
This press release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.
SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
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10.1 Settlement Agreement by and between VaxGen, Inc., the
Department of Health and Human Services and the National
Institute of Allergy and Infectious Diseases, dated April 3,
2007.
99.1 Press release dated April 5, 2007 titled, "VaxGen to Receive
$11M, Release From Potential Liabilities Under Settlement
Agreement with U.S. Government; Conference Call Scheduled for
Today".
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: April 5, 2007 By: /s/ Matthew J. Pfeffer
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Matthew J. Pfeffer
Senior Vice President, Finance and
Administration and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Settlement Agreement by and between VaxGen, Inc., the
Department of Health and Human Services and the National
Institute of Allergy and Infectious Diseases, dated April 3,
2007.
99.1 Press release dated April 5, 2007 titled, "VaxGen to Receive
$11M, Release From Potential Liabilities Under Settlement
Agreement with U.S. Government; Conference Call Scheduled for
Today".