UNITED STATES 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): August 30, 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 - -------------------------------------------------------------------------------- (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 2-- FINANCIAL INFORMATION Item 2.02. Results of Operations and Financial Condition On August 30, 2007, VaxGen issued a press release titled, "VaxGen Files 2006 Financial Statements and Provides Cash Update", in which the Company disclosed its unaudited estimated cash, cash equivalents and short-term investments balance as of June 30, 2007. 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 August 30, 2007 titled, "VaxGen Files 2006 Financial Statements and Provides Cash Update". 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: August 31, 2007 By: /s/ Matthew J. Pfeffer ------------------------------------- Matthew J. Pfeffer Senior Vice President, Finance and Administration and Chief Financial Officer