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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VAXGEN, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 94-3236309
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(State of Incorporation) (IRS Employer Identification Number)
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1000 MARINA BOULEVARD, SUITE 200
BRISBANE, CALIFORNIA 94005
(650) 624-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to
Exchange Act and is effective Section 12(g) of the Exchange
pursuant to General Instruction Act and is effective pursuant to
A.(c), please check the following General Instruction A.(d),
box. [ ] please check the following box. [X]
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Securities Act registration statement file number to which this form relates: 333-78065
(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class)
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to this item is incorporated by reference from the
information contained under the captions "Description of Capital Stock"
and "Shares Eligible for Future Sale," contained in the Registration
Statement on Form S-1, as filed by the Registrant with the Securities
and Exchange Commission on May 7, 1999, as subsequently amended, under
the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation (as will be
effective on closing of the offering)
3.2 Amended and Restated Bylaws (as will be effective on closing of the
offering)
Incorporated by reference from the exhibit of the same number in the
Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on May 7, 1999, as subsequently
amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 21, 1999 VAXGEN, INC.
By: /s/ Carter A. Lee
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Carter A. Lee
Senior Vice President - Finance
& Administration
