VASOGEN INC
6-K, 2000-03-02
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                   FORM 6 - K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                      Pursuant to Rule 13a-16 or 15d-16 of
                       The Securities Exchange Act of 1934

                           For the month of March 2000
                         Commission File Number 0-29350

                                  VASOGEN INC.
                 (Translation of Registrant's name into English)

           2155 Dunwin Drive, Suite 10, Mississauga, Ontario, L5L 4M1
                    (Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20 - F or Form 40 - F.)

                   Form 20 - F [ X ]      Form 40 - F [   ]

(Indicate by check mark whether the  registrant  by furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission  pursuant to Rule  12g3-2(b)  under the  Securities  Exchange  Act of
1934.)

                                Yes [   ]   No [ X ]


This Form 6-K consists of:
A press release issued by Vasogen Inc. on March 1, 2000, titled:
"Vasogen Completes Special Warrent Issue"



                                    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, thereunto duly authorized.

                                  VASOGEN INC.


                                  By /s/Christopher Waddick
                                     ----------------------
                                  (Name: Christopher Waddick)
                                  (Title: Vice-President, Finance & CFO)

Date:  March 1, 2000
<PAGE>
Vasogen Inc.                                      INVESTOR CONTACT

2155 Dunwin Drive, Suite 10                       Trevor Burns
Mississauga, ON, Canada  L5L 4M1                  Investor Relations
tel  (905) 569-2265   fax  (905) 569-9231         tel  (905) 569-9065
http://www.vasogen.com                            e-mail   [email protected]

- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE


                     VASOGEN COMPLETES SPECIAL WARRANT ISSUE


Toronto,  Ontario (March 1, 2000) -- Vasogen Inc. (TSE:VAS;  AMEX:MEW) announced
today that it has completed a private placement of 1,725,000 special warrants at
$9.00  (Cdn.) per  special  warrant.  The net  proceeds of the  offering,  after
deducting expenses of the issue, will be approximately $15.3 million (Cdn.).

Proceeds of the financing will be used to advance the commercial  development of
Vasogen's  proprietary immune modulation  therapies,  to accelerate  fundamental
research into new areas of clinical  application,  to pursue strategic  business
partnerships, and as additional working capital.

The  Company's  projected  cash  position as at  February  29,  2000,  including
proceeds of this financing, is anticipated to be $25.3 million (Cdn.).

Each special warrant is convertible into one common share of Vasogen Inc. for no
additional  consideration.  The Company has filed a  preliminary  prospectus  in
Ontario to qualify the common shares to be issued on the exercise of the special
warrants.


   Vasogen is focused on developing immune modulation therapies to advance the
   treatment of cardiovascular, autoimmune and related inflammatory diseases.
   These therapies are designed to target fundamental disease-causing events,
                      providing safe, effective treatment.

Statements  contained  in this press  release,  including  those  pertaining  to
scientific and clinical research,  commercialization plans, strategic alliances,
and intellectual property protection,  other than statements of historical fact,
are  forward-looking  statements subject to a number of uncertainties that could
cause actual results to differ materially from statements made.




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