8-K

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): December 17, 2008

VAXGEN, INC.

(Exact name of Registrant as Specified in its Charter)

DELAWARE
(State or other jurisdiction
of organization) 0-26483
(Commission
File Number) 94-3236309
(I.R.S. Employer incorporation
or 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

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 7.01. Regulation FD Disclosure.

The attached materials were presented by VaxGen, Inc. (the “Company”) to the stockholders in attendance at the Company’s Annual Meeting of Stockholders held on December 17, 2008.

The information in this Item 7.01 of Form 8-K is “furnished” and not “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Description
99.1	2008 Annual Meeting of Stockholders Presentation

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: December 17, 2008	By:	/s/ James P. Panek
		James P. Panek
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	2008 Annual Meeting of Stockholders Presentation

EX-99.1

Exhibit 99.1

DECEMBER 17, 2008 VAXGEN, INC. ANNUAL STOCKHOLDER MEETING

VaxGen 2008 Objectives - Following Raven Merger Termination Transform VaxGen into an attractive transaction candidate - Monetize assets - Minimize expenses / Eliminate liabilities Identify a strategic transaction which would deliver shareholder value and win shareholder approval

Monetizing Assets $635 K of non-manufacturing equipment sold $6.3 million Raven bridge loan repaid as result of Macrogenic's buyout of Raven Anthrax vaccine program sold to Emergent BioSolutions, Inc. $2 million up-front payment $1 million milestone paid in Aug based on demonstration of stability Remaining $7 million in milestones and single digit royalty dependent upon USG contract and commercial sales achievement

Minimizing Expenses / Eliminating Liabilities Cut staff immediately post merger termination Three remaining employees: CEO, Controller, Facilities Director Terminated remaining maintenance contracts, equipment leases Terminated 401K plan Revised stock option plan Enabling cancellation of ex-employee stock options Obtained County approval of closure plan (hazardous materials) Repurchased all remaining Convertible Notes $30 million repurchased for $24.65 million (82¢ on the dollar)

Divest Manufacturing Facility / Eliminate Lease Liability Elimination of lease liability remains a top VaxGen priority Remaining 8 year lease obligation totals $22.4 million VaxGen pursuing lease assignment, sub-lease or lease termination Thus far, landlord unwilling to terminate lease for less than $15.9 million Three companies have completed diligence and reached general agreement on terms; all decided not to acquire facility Multiple parties continue to show interest Some interested in manufacturing facility Some interested primarily in lab space Multiple bids obtained for sale of all manufacturing equipment Facility has been vacated, readied for immediate transfer

Review of Strategic Transaction Process since March Reconfigured Board of Directors and Transaction Committee Lori Rafield and Paul DeStefano nominated to both Met and spoke with many of VaxGen's largest stockholders to obtain guidance on a specification for desired transaction candidates - increase probability of their support The majority of stockholders told us: They did not want the company to liquidate (at least not yet) They believed a deal was available which could deliver significant shareholder value in 2-3 years without a dilutive financing The majority of stockholders supported the following spec:

Preferred Transaction Candidate Specification Value, as recognized by the public market, can be created within 2 years Revenue generated either through a corporate partnership or product sales to offset the capital needed to create value Acceptable development risk (positive phase 2 proof of concept data) Target company with management team that is credible for leading a public company of >$250 million market cap Future highly dilutive (>50%) financing will not be required VaxGen cash not accessed at a discount Target company could be public or private, US or ex-US based

VaxGen's Attractive Characteristics as a Merger Partner No significant liabilities other than lease No VaxGen staff or management to absorb Public listing Anthrax vaccine milestone and royalty stream $38.7 million in cash and marketable securities as of 11/30/08 Market conditions are making VaxGen's cash increasingly more valuable

Review of Strategic Transaction Process 96 companies screened and prioritized based on agreed specifications Biotech, Specialty Pharma, Diagnostic, Medical Device focus Included companies w/ S-1 filed or recently pulled Included public companies on thinly traded foreign exchanges Included public US companies Diligence conducted on twelve candidates Deal terms discussed with four candidates

Difficulties Consummating a Transaction Mergers are competitive transactions Other similar merger candidates have >$50MM available for the transaction Facility lease liability remains a significant concern VaxGen cash (mid $30M's) is insufficient to create value from a later stage therapeutic product in a company running out of cash Many private companies have yet to acknowledge the current capital market realities in their valuation expectations

Results of Strategic Transaction Process to Date Downturn in capital market has resulted in certain stockholders (particularly hedge funds) pressing for liquidity Viable transactions have been identified which fit the spec; these are no longer acceptable given recent demand for liquidity This desire for near term liquidity would shift focus to larger market cap (>$400MM) public companies in need of cash A small subset of companies fit this criteria

Strategic Transaction Process - Next Steps Resolve outstanding lease obligation Continue to pursue viable transaction candidates Once lease has been resolved, consummate a transaction, or move to liquidate

DECEMBER 17, 2008 VAXGEN, INC. ANNUAL STOCKHOLDER MEETING