VAXGEN INC
8-K, 2000-12-29
PHARMACEUTICAL PREPARATIONS
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                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 19, 2000

                                  VAXGEN, INC.
             (Exact name of Registrant as Specified in its Charter)


                         COMMISSION FILE NUMBER 0-26483

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   94-3236309
                     (I.R.S. Employer Identification Number)

                          1000 MARINA BLVD., SUITE 200
                           BRISBANE, CALIFORNIA 94005
            (Address of Principal Administrative Offices) (Zip Code)

                                 (650) 624-1000
               (Registrants Telephone Number, Including Area Code)

                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 5.           OTHER EVENTS.

On December 19, 2000, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1.


EXHIBIT NUMBER         DESCRIPTION

Exhibit 99.1           Press Release of the Registrant, dated December 19, 2000.

<PAGE>


                                   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 thereunto duly authorized.

                                            VaxGen, Inc.
                                            (Registrant)

Dated: December 21, 2000                    By:  /s/ Carter A. Lee
                                               ---------------------------------
                                               Carter A. Lee
                                               Senior Vice President
                                               Finance & Administration
                                               (Principal Financial Officer)



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