-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EE7JPQWYbIxDult+wKFTo8MOw7v+3sHu+YgxFsZFVdbGgmW0ZL1yKn2BsqVnE3mC ErRqUFNHg3CPT1DRt26Lug== 0000950136-03-000330.txt : 20030214 0000950136-03-000330.hdr.sgml : 20030214 20030214151925 ACCESSION NUMBER: 0000950136-03-000330 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: THE PALLADIN GROUP, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX FUND LP CENTRAL INDEX KEY: 0001075674 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THE PALLADIN GROUP INC STREET 2: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126980500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAXGEN INC CENTRAL INDEX KEY: 0001036968 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943236309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56525 FILM NUMBER: 03567109 BUSINESS ADDRESS: STREET 1: 1000 MARINA BLVD STREET 2: STE 200 CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 6506241000 MAIL ADDRESS: STREET 1: 1000 MARINA BLVD STREET 2: STE 200 CITY: BRISBANE STATE: CA ZIP: 94005 SC 13G/A 1 file001.txt SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)(1) VaxGen, Inc. ------------ (NAME OF ISSUER) Common Stock ------------ (TITLE OF CLASS OF SECURITIES) 922390208 --------- (CUSIP NUMBER) December 31, 2002 ----------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ------------------------ (1) 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and 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). SCHEDULE 13G CUSIP NO. 922390208 --------- 1. Names of Reporting Persons. HALIFAX FUND, L.P. I.R.S. Identification Nos. of above persons (entities only). ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X ------------------------------------------------------------------- (b) ------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------- 4. Citizenship or Place of Organization Cayman Islands --------------------------------- Number of 5. Sole Voting Power -0- Shares --------------------- Beneficially Owned by 6. Shared Voting Power 398,005 Each ------------------- Reporting Person With 7. Sole Dispositive Power -0- ---------------- 8. Shared Dispositive Power 398,005 -------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 398,005 ----------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ------ 11. Percent of Class Represented by Amount in Row (9) 2.7% --------------------- 12. Type of Reporting Person (See Instructions) PN --------------------------- SCHEDULE 13G CUSIP NO. 922390208 --------- 1. Names of Reporting Persons. THE PALLADIN GROUP, L.P. I.R.S. Identification Nos. of above persons (entities only). ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X ------------------------------------------------------------------- (b) ------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------- 4. Citizenship or Place of Organization Texas ---------------------------------- Number of 5. Sole Voting Power -0- Shares ---------------------- Beneficially 6. Shared Voting Power 398,005 Owned by -------------------- Each 7. Sole Dispositive Power -0- Reporting ----------------- Person With 8. Shared Dispositive Power 398,005 --------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 398,005 ---------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ----- 11. Percent of Class Represented by Amount in Row (9) 2.7% --------------------- 12. Type of Reporting Person (See Instructions) PN --------------------------- ITEM 1. (a) NAME OF ISSUER: VaxGen, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: VaxGen, Inc. 1000 Marina Boulevard Suite 200 Brisbane, California 94005 ITEM 2. (a) NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: Halifax Fund, L.P., a Cayman Islands limited partnership ("Halifax"), and The Palladin Group, L.P., a Texas limited partnership ("Palladin"). Yarmouth Investments, Ltd., a Cayman Islands corporation ("Yarmouth"), is the general partner of Halifax. Palladin Capital Management, LLC, a Delaware limited liability company ("PCM"), is the sole general partner of Palladin. Palladin is the investment advisor of Halifax. Because its beneficial ownership arises solely from its status as the investment advisor of Halifax, Palladin expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock. Yarmouth and PCM are controlled by Jeffrey Devers. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: Halifax The business address of Halifax is c/o Huntlaw Corporate Services, Ltd., The Huntlaw Building, 75 Fort Street, George Town, Grand Cayman, Cayman Islands. Palladin The business address of Palladin is 195 Maplewood Avenue, Maplewood, New Jersey 07040. (c) CITIZENSHIP: Halifax is a limited partnership formed under the laws of the Cayman Islands. Palladin is a limited partnership formed under the laws of Texas. (d) TITLE OF CLASS OF SECURITIES: Common Stock (e) CUSIP NUMBER: 922390208 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)1(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Halifax beneficially owns 398,005 shares of Common Stock. Palladin may be deemed to beneficially own 398,005 shares of Common Stock; however, because its beneficial ownership arises solely from its status as the investment advisor of Halifax, Palladin expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock. (b) Percent of class: Halifax's beneficial ownership of 398,005 shares of Common Stock constitutes 2.7% of the outstanding shares of Common Stock. Palladin's beneficial ownership of 398,005 shares of Common Stock constitutes 2.7% of the outstanding shares of Common Stock. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Not applicable (ii) Shared power to vote or to direct the vote: Halifax and Palladin together have shared power to vote or direct the vote of 398,005 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of: Not applicable (iv) Shared power to dispose or to direct the disposition of: Halifax and Palladin together have shared power to dispose or direct the disposition of 398,005 shares of Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Halifax has ceased to be the owner of more than five percent (5%) of the outstanding shares of Common Stock. As a result, Palladin has ceased to be a beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct. Dated: February 14, 2003 HALIFAX FUND, L.P. By: Yarmouth Investments, Ltd., its General Partner By: /s/ Maurice Hryshko ------------------- Maurice Hryshko Authorized Person THE PALLADIN GROUP, L.P. By: Palladin Capital Management, LLC, its General Partner By: /s/ Maurice Hryshko -------------------- Maurice Hryshko Authorized Person EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of VaxGen, Inc. dated February 14, 2003 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: February 14, 2003 HALIFAX FUND, L.P. By: Yarmouth Investments, Ltd., its General Partner By: /s/ Maurice Hryshko ---------------------- Maurice Hryshko Authorized Person THE PALLADIN GROUP, L.P. By: Palladin Capital Management, LLC, its General Partner By: /s/ Maurice Hryshko ---------------------- Maurice Hryshko Authorized Person -----END PRIVACY-ENHANCED MESSAGE-----