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): September 25, 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 September 28, 2007, VaxGen, Inc. (the "Company") announced that Jack
Anthony resigned from the Company's Board of Directors on September 25, 2007 as
a result of accepting the CEO position at Osprey Pharmaceuticals. Mr. Anthony's
resignation is not the result of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
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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99.1 Press release dated September 28, 2007 titled, "Jack Anthony
to Resign From VaxGen's Board After Accepting CEO Position at
Osprey Pharmaceuticals."
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: September 28, 2007 By: /s/ Matthew J. Pfeffer
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Matthew J. Pfeffer
Senior Vice President, Finance and Administration
and Chief Financial Officer