-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tck0S0y7gth3h6FQ3EEpUxQxQenDAOyaf+Fi+KOEec+LK20DGsyuJGptF8JtAoD2 QvNU7ed3KckiPlvZuRNbPA== 0000906344-05-000152.txt : 20050511 0000906344-05-000152.hdr.sgml : 20050511 20050511170428 ACCESSION NUMBER: 0000906344-05-000152 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAXGEN INC CENTRAL INDEX KEY: 0001036968 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943236309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56525 FILM NUMBER: 05821466 BUSINESS ADDRESS: STREET 1: 1000 MARINA BLVD STREET 2: STE 200 CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 6506241000 MAIL ADDRESS: STREET 1: 1000 MARINA BLVD STREET 2: STE 200 CITY: BRISBANE STATE: CA ZIP: 94005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TONEY C FRED CENTRAL INDEX KEY: 0001274204 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST. #535 CITY: SAN FRANCISCO STATE: CA ZIP: 934107 BUSINESS PHONE: 4154951010 MAIL ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST #535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 SC 13G 1 vax13g.txt 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) VaxGen, Inc. ------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 922390208 --------- (CUSIP Number) April 14, 2005 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 922390208 SCHEDULE 13G Page 2 of 11 1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC IRS Identification No. of Above Person 94-3411543 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization DELAWARE NUMBER OF 5 Sole Voting Power 1,525,680 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,525,680 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 1,525,680 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 5.2% 12 Type of Reporting Person IA CUSIP No. 922390208 SCHEDULE 13G Page 3 of 11 1 Name of Reporting MEDCAP PARTNERS L.P. Person IRS Identification No. of Above 94-3412423 Person 2 Check the Appropriate Box if a member of a (a) [ ] Group (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of DELAWARE Organization NUMBER OF 5 Sole Voting Power 1,525,680 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,525,680 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 1,525,680 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount 5.2% in Row 9 12 Type of Reporting PN Person CUSIP No. 922390208 SCHEDULE 13G Page 4 of 11 1 Name of Reporting MEDCAP MASTER FUND L.P. Person IRS Identification No. of Above 98-0437526 Person 2 Check the Appropriate Box if a member of a (a) [ ] Group (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of CAYMAN ISLANDS Organization NUMBER OF 5 Sole Voting Power 1,525,680 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,525,680 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 1,525,680 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount 5.2% in Row 9 12 Type of Reporting PN Person CUSIP No. 922390208 SCHEDULE 13G Page 5 of 11 1 Name of Reporting C. FRED TONEY Person IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a (a) [ ] Group (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of UNITED STATES Organization NUMBER OF 5 Sole Voting Power 1,525,680 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,525,680 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 1,525,680 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount 5.2% in Row 9 12 Type of Reporting IN/HC Person CUSIP No. 922390208 SCHEDULE 13G Page 6 of 11 Item 1(a). Name of Issuer: VaxGen, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1000 Marina Blvd., Suite 200 Brisbane, CA 94005-1841 Item 2(a). Names of Persons Filing: MedCap Management & Research LLC ("MMR") MedCap Partners L.P. ("Partners") MedCap Master Fund L.P. ("Master Fund") C. Fred Toney Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of MMR, Partners and Toney is 500 Third Street, Suite 535, San Francisco, CA 94107. The principal business address of Master Fund is c/o ATC Trustees (Cayman) Limited, Cayside, 2nd Floor, Harbour Drive, George Town, Grand Cayman, Cayman Islands. Item 2(c). Citizenship: Reference is made to item 4 of pages two (2), three (3), four (4) and five (5) of this Schedule 13G, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 922390208 Item 3. If this statement is filed pursuant to Sections 240.13d- 1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); CUSIP No. 922390208 SCHEDULE 13G Page 7 of 11 (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages two (2), three (3), four (4) and five (5) of this Schedule 13G, which Items are incorporated by reference herein. Partners is the record owner of 1,038,480 shares of the Issuer's common stock and Master Fund is the record owner of 487,200 shares of the Issuer's common stock (collectively, the "Securities"). MMR as general partner and investment manager of Partners and investment manager of Master Fund and C. Fred Toney as managing member of MMR may be deemed to beneficially own the Securities owned by Partners and Master Fund in that they may be deemed to have the power to direct the voting or disposition of the shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that either MMR or Mr. Toney is, for any purpose, the beneficial owner of any such Securities to which this Schedule relates, and MMR and Mr. Toney disclaim beneficial ownership as to the Securities, except to the extent of their respective pecuniary interests therein. MMR is an investment adviser. Fred Toney is a control person. CUSIP No. 922390208 SCHEDULE 13G Page 8 of 11 Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages two (2), three (3), four (4) and five (5) was derived from the Form of Note Purchase Agreement relating to the sale of $31,500,000 of the Issuer's 5 1/2% Senior Subordinated Notes Due 2010 dated March 30, 2005 included as Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on April 11, 2005, in which the Issuer stated that the number of shares of Common Stock outstanding as of February 28, 2005 was 29,606,523. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 922390208 SCHEDULE 13G Page 9 of 11 Item 10. Certifications. By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 11, 2005 MEDCAP MANAGEMENT & RESEARCH LLC By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member C. FRED TONEY /s/ C. Fred Toney ----------------- C. Fred Toney CUSIP No. 922390208 SCHEDULE 13G Page 10 of 11 By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 11, 2005 MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP MASTER FUND L.P. By: MedCap Management & Research LLC, its General Partner By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 11 CUSIP No. 922390208 SCHEDULE 13G Page 11 of 11 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: May 11, 2005 MEDCAP MANAGEMENT & RESEARCH LLC By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP MASTER FUND L.P. By: MedCap Management & Research LLC, its General Partner By:/s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member C. FRED TONEY /s/ C. Fred Toney ----------------- C. Fred Toney -----END PRIVACY-ENHANCED MESSAGE-----