8-K

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): February 10, 2004

V. I. TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24241	11-3238476
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS employer identification no.)

134 Coolidge Avenue

Watertown, Massachusetts 02472

(617) 926-1551

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ITEM 5. OTHER ITEMS

On February 10, 2004, V. I. Technologies, Inc. (“Vitex”) announced that it had received approval from its shareholders to sell and issue in a private placement 11,111,111 shares of its common stock, options to purchase up to an additional 2,777,778 shares, and warrants to purchase up to an additional 4,994,444 shares. The Company has signed definitive agreements with investors for the entire private placement with gross proceeds totaling approximately $10.9 million. A copy of the Vitex press release dated February 10, 2004 is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

99.1 Press Release of V.I. Technologies, Inc. dated February 10, 2004.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

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.

		V. I. TECHNOLOGIES, INC.
Dated:	February 11, 2004	By:	/s/    Thomas T. Higgins
			Thomas T. Higgins, Chief Financial Officer and Executive Vice President, Operations

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of V.I. Technologies, Inc. dated February 10, 2004.

EX-99.1

Exhibit 99.1

Contacts

INVESTORS

V.I. TECHNOLOGIES, INC. (VITEX)

JOHN R. BARR

617-926-1551

john.barr@vitechnologies.com

or

Thomas T. Higgins

617-926-1551

tom.higgins@vitechnologies.com

V.I. Technologies Announces Shareholder Approval of Private Placement

Gross Proceeds Will Equal $10.9 Million

Watertown, MA (February 10, 2004)—V.I. Technologies, Inc. (Nasdaq: VITX) (“Vitex” or “the Company”), a biotechnology company dedicated to developing products that improve the safety of the blood supply by pathogen reduction, today announced that it had received approval from its shareholders to sell and issue in a private placement 11,111,111 shares of its common stock, options to purchase up to an additional 2,777,778 shares, and warrants to purchase up to an additional 4,994,444 shares. The Company has signed definitive agreements with investors for the entire private placement with gross proceeds totaling approximately $10.9 million. SG Cowen Securities Corporation acted as the Company’s exclusive placement agent for this transaction.

The placement will be priced in two tranches. In the first tranche which the Company announced on January 14, 2004, the Company will sell approximately 7,332,219 shares of its common stock at a negotiated price of $0.90 per share for gross proceeds of $6.6 million. The investors will also receive a five (5)-month option to purchase approximately 1,883,052 additional shares at $0.90 per share and four (4) year warrants to purchase 2,932,884 shares, exercisable for cash only, at $1.32 per share.

In the second tranche the Company will sell the remaining approximately 3,778,258 shares of its common stock at a negotiated price of $1.15 per share for gross proceeds of $4.3 million. The investors will also receive a five (5)-month option to purchase approximately 944,563 additional shares at $1.15 per share and four (4) year warrants to purchase 1,511,299 shares, exercisable for cash only, at $1.75 per share.

Vitex expects to use the net proceeds from this transaction to fund the ongoing clinical development of the INACTINE^™ Pathogen Reduction System for red blood cells and for general working capital purposes.

The offering was made only to accredited investors, as such term is defined in accordance with the Securities Act of 1933, or any state securities laws. The securities may not be offered or sold in the United States absent registration or exemption from the Securities Act of 1933 and any applicable state securities laws. However, the Company has agreed to file a registration statement for the resale of the shares of common stock and the shares of common stock underlying the options and warrants within thirty (30) days following the closing. This news release is neither an offer to sell nor a solicitation of an offer to buy shares of the Company’s common stock or warrants to purchase common stock.

About Vitex

Vitex is developing products designed to improve the safety of the world’s blood supply. The Company’s proprietary INACTINE^™ technology, currently in a Phase III clinical trial, is designed to inactivate a wide range of viruses, bacteria and parasites, and has demonstrated its ability to remove prion proteins, while preserving the therapeutic properties of red blood cells. The technology works by binding to the RNA or DNA of the pathogen. Once bound, the compound forms an irreversible bond to the pathogenic nucleic acid, preventing replication and thereby “killing” the pathogens. The Company’s lead product is INACTINE^™ Pathogen Reduction System for red blood cells. Over 40 million red cell units are transfused annually in the U.S., Europe and Japan, representing an over $4 billion market opportunity. The Company currently has partnerships with Pall Corporation, Haemonetics Corporation and Amersham Biosciences. For more information on Vitex, please visit our Web site at:

www.vitechnologies.com.

Except for the historical information contained herein, the matters discussed are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, such as execution of the Company’s financing plans, quarterly fluctuations in operating results, anticipated clinical trial timelines or results, the timely availability of new products, market acceptance of the Company’s products, the impacts of competitive products and pricing, government regulation of the Company’s products and other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from any forward-looking statements made herein.