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): May 18, 2007
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
349 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of Principal Executive 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 May 18, 2007, the Board of Directors of VaxGen, Inc. ("the Company" or
"VaxGen") elected Jack M. Anthony as director to fill a newly created vacancy on
VaxGen's Board of Directors. The VaxGen Board appointed Mr. Anthony to its
Strategic Transaction Committee. Upon his election, Mr. Anthony was granted an
option to purchase 30,000 shares of VaxGen's common stock at an exercise price
of $1.60 per share. Mr. Anthony will be entitled to receive VaxGen's standard
annual board retainer of $25,000 and a quarterly retainer of $25,000 for service
on the Strategic Transaction Committee.
Neither the filing of any press release as an exhibit to this Current
Report on Form 8-K nor the inclusion in that press release of a reference to
VaxGen's internet address shall, under any circumstances, be deemed to
incorporate the information available at such internet address into this Current
Report on Form 8-K. The information available at such internet address is not
part of this Current Report on Form 8-K or any other report filed by VaxGen with
the Securities and Exchange Commission.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 18, 2007, the Board of Directors of VaxGen amended section 15 of
VaxGen's bylaws to specify that the authorized number of directors of VaxGen
will be fixed in accordance with VaxGen's certificate of incorporation or, if
not so specified in the certificate of incorporation, by resolution of the Board
of Directors. The bylaws of the Company, as amended and restated, are attached
as Exhibit 3.1 to this report and are incorporated herein by reference.
SECTION 8--OTHER EVENTS
Item 8.01. Other Events.
On May 22, 2007, VaxGen issued a press release regarding Mr. Anthony's
election and progress on strategic transactions, titled "VaxGen Appoints Jack
Anthony as Director and Provides Progress Update on Strategic Transaction." 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
- ----------- -----------
99.1 Press Release dated May 22, 2007, titled, "VaxGen Appoints Jack
Anthony as Director and Provides Progress Update on Strategic
Transaction".
3.1 Amended and Restated Bylaws, dated May 18, 2007.
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: May 23, 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
- ----------- -----------
99.1 Press Release dated May 22, 2007, titled, "VaxGen Appoints Jack
Anthony as Director and Provides Progress Update on Strategic
Transaction".
3.1 Amended and Restated Bylaws, dated May 18, 2007.