-----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, Kbghg1S/0j7osKcgHIez85wVwxJCQszJLKRnIYsG0r9vM8Tan6PVk8SD6TPN2TD2 zUr36BrsBJXSdvbo7Yq9SA== 0001013594-01-500024.txt : 20010601 0001013594-01-500024.hdr.sgml : 20010601 ACCESSION NUMBER: 0001013594-01-500024 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010531 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 SEC ACT: SEC FILE NUMBER: 005-56525 FILM NUMBER: 1651986 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX FUND LP CENTRAL INDEX KEY: 0001075674 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 vaxgen5-31.txt SC 13G FILED 5/31 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* VaxGen, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 922390208 (CUSIP Number) Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2001 (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) *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). (Continued on the following pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Halifax Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, BWI NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 868,920 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 868,920 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,920 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.81% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Palladin Group, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 868,920 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 868,920 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,920 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.81% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: VaxGen, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1000 Marina Blvd., 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 exempted limited partnership ("Halifax") and The Palladin Group, L.P., a Texas limited partnership ("Palladin"). Yarmouth Investments Ltd., a Cayman Islands exempted company ("Yarmouth") is the sole 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. PCM and Yarmouth are controlled by Jeffrey Devers. Item 2(b). Address of Principal Business Office or, if None, Residence: HALIFAX The business address of Halifax is c/o CITCO Fund Services (Cayman Islands) Limited, Corporate Centre, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. PALLADIN The business address of Palladin is 195 Maplewood Avenue, Maplewood, New Jersey 07040. Item 2(c). Citizenship: Halifax is an exempted limited partnership formed under the laws of the Cayman Islands. Palladin is a limited partnership formed under the laws of Texas. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value (the "Common Stock") Item 2(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 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 association 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). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] 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 and Palladin together beneficially own a total of 868,920 shares of Common Stock the sum of (i) 646,037 shares of Common Stock for which Issuer's Series A Preferred Stock (the "Preferred Shares") are convertible, and (ii) 222,883 shares of Common Stock into which Halifax's Common Stock Purchase Warrants are exercisable. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Reporting Persons' Preferred Shares and Common Stock Purchase Warrants are convertible or exercisable, as applicable, are limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having aggregate beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons' aggregate beneficial ownership to exceed the Ownership Limitation. (b) Percent of class: Halifax's and Palladin's aggregate beneficial ownership of 868,920 shares of Common Stock constitutes 5.81% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such 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 868,920 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 868,920 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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. See Item 2(a). 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: May 31, 2001 HALIFAX FUND, L.P. By: Yarmouth Investments Ltd., General Partner By: /s/ Maurice Hryshko Maurice Hryshko Authorized Person THE PALLADIN GROUP, L.P. By: Palladin Capital Management, LLC, 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 May 23, 2001 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: May 31, 2001 HALIFAX FUND, L.P. By: Yarmouth Investments Ltd., General Partner By: /s/ Maurice Hryshko Maurice Hryshko Authorized Person THE PALLADIN GROUP, L.P. By: Palladin Capital Management, LLC, General Partner By: /s/ Maurice Hryshko Maurice Hryshko Authorized Person -----END PRIVACY-ENHANCED MESSAGE-----