UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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VAXGEN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
922390208
(CUSIP Number)
William D. Savoy Gail J. Gordon
Vulcan Ventures Incorporated Foster Pepper & Shefelman PLLC
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-4400
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
June 29, 1999
(Date of Event which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
Note:Schedules filed in paper format shall include a signed original
and five copies of the schedule including all exhibits.
See ss.240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
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CUSIP NO. 922390208 13D Page 2 of 12 Pages
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- -------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
- -------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
- -------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------- ----------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY -0- shares
EACH
REPORTING PERSON
WITH
------ --------------------------------------------
8 SHARED VOTING POWER
871,158 - shares (1)
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9 SOLE DISPOSITIVE POWER
-0- shares
------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
871,158 shares (1)
- --------------------------- ------ --------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,158 shares (1)
- --------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON*
CO
- --------- ---------------------------------------------------------------------
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 922390208 13D Page 3 of 12 Pages
- -------------------------------------------------------------------------------
- --------------- ---------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
- --------------- ---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------- ---------------------------------------------------------------
3 SEC USE ONLY
- --------------- ---------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
- --------------- ---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------- ---------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY -0- shares
EACH
REPORTING PERSON
WITH
------- ------------------------------------
8 SHARED VOTING POWER
871,158 shares (1)
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
871,158 shares (1)
- ---------------------------------- ------- ------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,158 shares (1)
- --------------- ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------- ---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
- --------------- ---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------- ---------------------------------------------------------------
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, $0.01 par value per share,
of VaxGen, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 1000 Marina Boulevard, Suite 200, Brisbane,
California 94005. Amounts stated in this statement reflect a one-for-two reverse
split of the number of shares of common stock issued and outstanding effective
April 9, 1999.
Item 2. Identity and Background
The persons filing this statement are Vulcan Ventures Incorporated
("Vulcan Ventures") and Paul G. Allen. Vulcan Ventures is a Washington
corporation whose principal business is investing in various companies. Paul G.
Allen is its sole shareholder. The principal office of Vulcan Ventures is
located at 110-110th Avenue N.E., Suite 550, Bellevue, Washington 98004. All of
Vulcan Ventures' executive officers and directors are U.S. citizens. Their
names, business addresses and principal occupations are as follows:
Paul G. Allen, Vulcan Ventures Incorporated, 110 - 110th
Avenue N.E., Suite 550, Bellevue, Washington 98004. Mr. Allen is
Chairman, President and sole shareholder of Vulcan Ventures and a
Director and sole shareholder of Vulcan Northwest Inc.
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue
N.E., Suite 550, Bellevue, Washington 98004. Mr. Savoy is Vice
President and a Director of Vulcan Ventures and Chairman and President
of Vulcan Northwest Inc.
Bert E. Kolde, Vulcan Ventures Incorporated, 110-110th Avenue
N.E., Suite 550, Bellevue, Washington 98004. Mr. Kolde is a Vice
President, Secretary, Treasurer and a Director of Vulcan Ventures and
a Vice President of Vulcan Northwest Inc.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E.,
Suite 550, Bellevue, Washington 98004. Ms. Patton is Vice Chairman and
a Vice President of Vulcan Ventures and Vulcan Northwest Inc.
During the last five years, Mr. Allen and Vulcan Ventures have not,
nor, to the best knowledge of Vulcan Ventures, has any other person named in
this Item 2, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3: Source and Amount of Funds or Other Consideration
Vulcan Ventures acquired 263,158 shares of the Issuer's common stock
from the Issuer in a private transaction in November 20, 1998. Vulcan Ventures
purchased an additional 600,000 shares of the common stock at the public
offering price of $13.00 per share in the Issuer's initial public offering on
June 29, 1999. Vulcan Ventures purchased another 8,000 shares at $17.75 per
share on the Nasdaq Stock Market through Prudential Securities Incorporated on
July 12, 1999. Vulcan Ventures funded its purchases of the common stock from its
own working capital. None of the funds used to purchase the common stock
consisted of funds or other consideration borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the shares of common stock.
Item 4. Purpose of Transaction
Vulcan Ventures and Mr. Allen acquired the securities reported in this
statement for investment purposes. Vulcan Ventures or Mr. Allen may purchase
additional shares of common stock from time to time, depending on various
factors, including, without limitation, the price of the common stock, stock
market conditions and the business prospects of the Issuer. Vulcan Ventures and
Mr. Allen may also determine to dispose
Page 4 of 12
<PAGE>
of some or all of their beneficial holdings of the Issuer's securities. They
reserve the right to increase or decrease their holdings on such terms and at
such times as they may decide.
Vulcan Ventures and Mr. Allen have no present plan or proposal that
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale or transfer of a material
amount of assets involving the Issuer or any of its subsidiaries, (ii) any
change in the Issuer's present Board of Directors or management, (iii) any
material change in the Issuer's present capitalization or dividend policy or any
other material change in the Issuer's business or corporate structure, (iv) any
change in the Issuer's charter or by-laws or other actions that may impede the
acquisition of control of the Issuer by any person, (v) any change that would
result in the Issuer's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or to cease to be authorized to be quoted in Nasdaq, or (vi)
any similar action.
Item 5. Interest in Securities of the Issuer
Vulcan Ventures and Mr. Allen beneficially own 871,158 shares of the
Issuer's common stock. These shares represent approximately 8.1% of the shares
of the class outstanding based upon 10,785,161 shares outstanding as of June 29,
1999, including 3,100,000 shares issuable in the Issuer's initial public
offering, but excluding 465,000 subject to the underwriters' overallotment
option. Vulcan Ventures and Mr. Allen share the power to vote and to direct the
vote of, and the power to dispose and to direct the disposition of, all 871,158
shares.
To the best knowledge of Vulcan Ventures and Mr. Allen, none of the other
parties named in Item 2 owns any of the Issuer's common stock.
Except as set forth in Item 3 of this statement, the first paragraph of
which is incorporated herein by reference, Vulcan Ventures and Mr. Allen have
not, nor, to the knowledge of Vulcan Ventures has any of its executive officers,
directors or controlling persons, effected any transactions in the Issuer's
common stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Under a Registration Rights Agreement by and among the Issuer, Vulcan
Ventures and certain other of the Issuer's stockholders entered in connection
with the Issuer's 1998 common stock offering, the holders of 40% or more of the
registrable securities, including the shares of common stock beneficially owned
by Vulcan Ventures are entitled to demand that the Issuer register their
registrable securities under the Securities Act of 1933, as amended. The Issuer
is not required to effect more than two registrations pursuant to such demand
registration rights. The holders of the registrable securities are entitled to
require the Issuer to include their registrable securities in future
registration statements that the Issuer may file. The Issuer is not required to
effect more that three registrations pursuant to such piggyback registration
rights. These registration rights are subject to various conditions and
limitations, including the right of the underwriters of an offering to limit the
number of registrable securities that may be included in the offering. In
addition, holders of all of these shares are restricted from exercising their
demand rights until one year has elapsed from June 29, 1999, the effective date
of the Issuer's initial public offering. The Issuer generally is required to
bear all of the expenses of these registrations, except underwriting discounts
and selling commissions. Registration of any of the registrable securities held
by security holders with registration rights will result in such shares becoming
freely tradable without restriction under the Securities Act immediately upon
the effectiveness of such registration.
Vulcan Ventures has agreed not to offer to sell, sell or otherwise
dispose of, directly or indirectly, any shares of common stock during the period
ending 180 days after June 29, 1999, the date of the prospectus in the Issuer's
initial public offering, without the consent of Prudential Securities
Incorporated on behalf of the underwriters.
Page 5 of 12
<PAGE>
Except as set forth in Item 4 of this statement and this Item 6, Vulcan
Ventures and Mr. Allen do not have, nor, to the knowledge of Vulcan Ventures
does any of the executive officers, directors or controlling persons of Vulcan
Ventures have, any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Issuer, finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Page 6 of 12
<PAGE>
Item 7. Material To Be Filed as Exhibits.
Exhibit Description
1 Joint Filing Agreement
2 Form of Lock-up Agreement
Page 7 of 12
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
VULCAN VENTURES INCORPORATED
July 12, 1999 By: /s/William D. Savoy
- -------------------------------- -----------------------------------------
(Date) William D. Savoy, Vice President
July 12, 1999 /s/ Paul G. Allen
- ------------------------------------ ----------------------------------------
(Date) Paul G. Allen
Page 8 of 12
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
1 Joint Filing Agreement 10
2 Form of Lock-up Agreement 11
Page 9 of 12
<PAGE>
EXHIBIT 1
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing Agreement
is attached, hereby agree that such statement is filed, and any amendments
thereto filed by either or both of us will be filed, on behalf of each of us.
Dated: July 12, 1999.
VULCAN VENTURES INCORPORATED
By:
--------------------------------
William D. Savoy, Vice President
-------------------------------
Paul G. Allen
Page 10 of 12
<PAGE>
VaxGen
April 28, 1999
Prudential Securities Incorporated
Punk, Ziegel & Company
As Representatives of the Several Underwriters
c/o Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Re: VaxGen, Inc.
Ladies and Gentlemen:
The undersigned is the beneficial owner of shares of common stock (the "Common
Stock") of VaxGen, Inc. (the "Company"). The undersigned understands that the
Company is considering filing a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") with respect to the initial public offering of its Common Stock
(the "Offering"). The undersigned further understands that you are contemplating
entering into an Underwriting Agreement with the Company in connection with the
Offering. All terms not otherwise defined herein shall have the same meanings as
in the Underwriting Agreement.
In order to induce the Company, you and the other Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, the undersigned agrees,
for the benefit of the Company, you and the other Underwriters, that should the
Offering be effected, the undersigned will not, without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of any option to
purchase or other sale or disposition) of (i) any shares of Common Stock or of
securities substantially similar thereto or (ii) any other securities
convertible into, or exchangeable or exercisable for, shares of Common Stock or
such similar securities, beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) by the undersigned on the
date hereof or hereafter acquired pursuant to the conversion, exchange or
exercise of such securities, for a period of one hundred eighty (180) days
subsequent to the date of the final Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Act") promulgated by the Commission or, if no filing under Rule
424(b) is made, the date of the final Prospectus included in the Registration
Statement when declared effective under the Act.
Page 11 of 12
<PAGE>
Further, the undersigned agrees that, prior to the effective date of the
Registration Statement, the undersigned will not, without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise dispose or transfer (or announce any
offer, sale, offer of sale, contract of sale, pledge, grant of any option to
purchase or other disposition or transfer) of (i) any shares of Common Stock or
of securities substantially similar thereto or (ii) any other securities
convertible into, or exchangeable or exercisable for, any shares of Common Stock
or such similar securities, beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) by the undersigned on the
date hereof or hereafter acquired without first requiring any such offering or
acquiring parties to execute and deliver to you an agreement of substantially
the tenor hereof.
The undersigned, whether or not participating in the offering, confirms that he,
she or it understands that the Underwriters and the Company will rely upon the
representations set forth in this agreement in proceeding with the Offering.
This agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns. This
agreement will terminate, and the provisions hereof shall be of no further force
or effect, if the Commission has not declared the Registration Statement
effective on or before September 1, 1999.
Very truly yours,
By: VULCAN VENTURES INC. By:
------------------------------
Print Stockholders name Stockholder's Signature
William D. Savoy, Vice President
Number of shares: 263,158
Address: 110-110th Avenue N.E., Suite 550
Bellevue, WA 98004
Telephone: (425)453-1940
The foregoing is accepted and agreed to As of the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By:
Jean-Claude Canfin
Managing Director
Page 12 of 12
