<PAGE>   1
As filed with the Securities and Exchange Commission on August 17, 1999
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  VAXGEN, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                                        <C>
                           Delaware                                                        94-3236309
(State or Other Jurisdiction of Incorporation or Organization)                (I.R.S. Employer Identification No.)
</TABLE>

                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000

          (Address of Principal Executive Offices, Including Zip Code)

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

                       VAXGEN, INC. 1996 STOCK OPTION PLAN
                  VAXGEN, INC. 1998 DIRECTOR STOCK OPTION PLAN
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                             AND ROBERT C. NOWINSKI
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                              AND DONALD P. FRANCIS
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                             AND PHILLIP W. BERMAN
                            (Full Title of the Plan)

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

            Robert C. Nowinski, Chairman and Chief Executive Officer
                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000

            (Name, Address and Telephone Number of Agent for Service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
    Title of Securities to Be       Amount to be        Proposed Maximum Aggregate               Amount of
           Registered              Registered (1)           Offering Price(2)                Registration Fee
-------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                                <C>
  Common Stock, $.01 par value
  per share                          2,113,257                 $25,358,278                        $7,050
-------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Includes (i) 1,159,171 shares of Common Stock issuable pursuant to stock
     options outstanding on July 13, 1999 under the 1996 Stock Option Plan and
     the 1998 Director Stock Option Plan, (ii) 628,329 shares of Common Stock
     issuable pursuant to options reserved for issuance under the 1996 Stock
     Option Plan and the 1998 Director Stock Option Plan, and (iii) 325,757
     shares of Common Stock reserved for issuance as bonus shares under
     employment agreements between the Registrant and each of Robert C.
     Nowinski, Donald P. Francis and Phillip W. Berman. Also includes an
     indeterminate number of shares of Common Stock that may become issuable
     under either stock option plan as a result of the adjustment provisions
     therein, and, if any interests in either stock option plan constitute
     separate securities required to be registered under the Securities

<PAGE>   2

     Act of 1933, then, pursuant to Rule 416(c), an indeterminate amount of such
     interests to be offered or sold pursuant to the Plan.

(2)  Fee with respect to 1,159,171 of the shares calculated pursuant to Rule
     457(h)(1) based upon the average exercise price of options granted and
     outstanding as of August 11, 1999 under the 1996 Stock Option Plan and the
     1998 Director Stock Option Plan, which equals the aggregate exercise price
     for all outstanding options, which was $8.60 per share. The fee with
     respect to the remaining 954,086 shares is estimated solely for purposes of
     computing the registration fee pursuant to Rules 457(c) and 457(h) based on
     the average of the high and low sales prices for the Common Stock reported
     by the Nasdaq Stock Market on August 11, 1999 which was $16.13 per share.

<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated in this Registration Statement
by reference:

                  (a) The Registrant's Prospectus dated June 29, 1999, filed by
         the Registrant with the Securities and Exchange Commission pursuant to
         Rule 424(b) under the Securities Act of 1933, as amended (the
         "Securities Act") (File No. 333-78065);

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1999; and

                  (c) The description of the Registrant's Common Stock set forth
         in the Registration Statement on Form 8-A filed by the Registrant with
         the Securities and Exchange Commission on June 29, 1999, under Section
         12(g) of the Securities and Exchange Act of 1934, as amended (the
         "Exchange Act") (File No. 0-26483).

         All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective dates of
filing of such documents.

         Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

         Not required.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Shares is being passed upon for the Registrant by
Graham & James LLP/Riddell Williams, P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154, which serves as the Registrant's outside general
counsel. Principals of Graham & James LLP/Riddell Williams, P.S. beneficially
own 22,000 shares of the Registrant's Common Stock.


                                     II - 1
<PAGE>   4

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") contains provisions entitling directors to be indemnified by the
Registrant against claims arising out of their actions in such capacities to the
fullest extent permitted by law, and the Registrant has entered into
Indemnification Agreements with two of its director nominees that contractually
entitle such persons to similar protection. The Certificate also contains
provisions limiting the personal liability of directors to the Registrant or its
shareholders to the fullest extent permitted by law. In addition, the
Registrant's Amended and Restated Bylaws contain provisions entitling directors
and officers to be indemnified by the Registrant against claims arising out of
their actions in such capacities. The Registrant has also secured insurance on
behalf of its executive officers and directors for certain liabilities arising
out of their actions in such capacities.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.        EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                              DESCRIPTION
-------      ------------------------------------------------------------------------------------------
<S>          <C>
  5.1        Opinion of Graham & James LLP/Riddell Williams P.S.

 23.1        Consent of Graham & James LLP/Riddell Williams P.S. (included in Exhibit 5.1)

 23.2        Consent of KPMG LLP

 24.1        Powers of Attorney (included on signature page)

 99.1        VaxGen, Inc. Amended and Restated 1996 Stock Option Plan

 99.2        VaxGen, Inc. 1998 Director Stock Option Plan (Incorporated by reference to Exhibit No.
             10.5 filed with the Securities and Exchange Commission in connection with the Company's
             Registration Statement on Form S-1 (File No. 333-78065))

 99.3        Amended and Restated Employment Agreement between VaxGen, Inc. and Donald P. Francis

 99.4        Amended and Restated Employment Agreement between VaxGen, Inc. and Robert C. Nowinski

 99.5        Amended and Restated Employment Agreement between VaxGen, Inc. and Phillip W. Berman
</TABLE>


ITEM 9.        UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i)    To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;


                                     II - 2
<PAGE>   5

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless, in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                     II - 3
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on August 17, 1999.

                                            VAXGEN, INC.



                                            By     /s/ Robert C. Nowinski
                                              ----------------------------------
                                              Robert C. Nowinski
                                              Chairman of the Board and
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Robert C. Nowinski and Carter A. Lee, and each of them severally, such
person's true and lawful attorneys-in-fact and agents, with full power to act
without the other and with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to
this Registration Statement, any and all supplements hereto, and any and all
other instruments necessary or incidental in connection herewith, and to file
the same with the Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>
               SIGNATURE                                     TITLE                              DATE
<S>                                                <C>                                     <C>
  /s/ Robert C. Nowinski                           Chairman of the Board and               August 17, 1999
-------------------------------------                 Chief Executive Officer
Robert C. Nowinski                                 (Principal Executive Officer)

  /s/ Donald P. Francis                              President and Director                August 17, 1999
-------------------------------------
Donald P. Francis

  /s/ Carter A. Lee                              Senior Vice President, Finance            August 17, 1999
-------------------------------------                & Administration (Principal
Carter A. Lee                                            Financial Officer)

  /s/ Phillip W. Berman                         Senior Vice President, Research            August 17, 1999
-------------------------------------              & Development and Director
Phillip W. Berman

                                                            Director
-------------------------------------
Stephen C. Francis

                                                            Director
-------------------------------------
William D. Young
</TABLE>




                                     II - 4
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                              DESCRIPTION
-------      --------------------------------------------------------------------------------------
<S>          <C>
  5.1        Opinion of Graham & James LLP/Riddell Williams P.S.

 23.1        Consent of Graham & James LLP/Riddell Williams P.S. (included in Exhibit 5.1)

 23.2        Consent of KPMG LLP

 24.1        Powers of Attorney (included on signature page)

 99.1        VaxGen, Inc. Amended and Restated 1996 Stock Option Plan

 99.2        VaxGen, Inc. 1998 Director Stock Option Plan (Incorporated by reference to Exhibit No.
             10.5 filed with the Securities and Exchange Commission in connection with the Company's
             Registration Statement on Form S-1 (File No. 333-78065))

 99.3        Amended and Restated Employment Agreement between VaxGen, Inc. and Donald P. Francis

 99.4        Amended and Restated Employment Agreement between VaxGen, Inc. and Robert C. Nowinski

 99.5        Amended and Restated Employment Agreement between VaxGen, Inc. and Phillip W. Berman
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17592}]
{"company-data": {"conformed-name": "VAXGEN INC", "cik": "0001036968", "assigned-sic": "2834", "irs-number": "943236309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85391", "film-number": "99694633"}, "business-address": {"street1": "1000 MARINA BLVD", "street2": "STE 200", "city": "BRISBANE", "state": "CA", "zip": "94005", "phone": "6506241000"}, "mail-address": {"street1": "1000 MARINA BLVD", "street2": "STE 200", "city": "BRISBANE", "state": "CA", "zip": "94005"}}
1
As filed with the Securities and Exchange Commission on August 17, 1999
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  VAXGEN, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                        94-3236309
(State or Other Jurisdiction of Incorporation or Organization)                (I.R.S. Employer Identification No.)
1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000

          (Address of Principal Executive Offices, Including Zip Code)

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

                       VAXGEN, INC. 1996 STOCK OPTION PLAN
                  VAXGEN, INC. 1998 DIRECTOR STOCK OPTION PLAN
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                             AND ROBERT C. NOWINSKI
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                              AND DONALD P. FRANCIS
         AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VAXGEN, INC.
                             AND PHILLIP W. BERMAN
                            (Full Title of the Plan)

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

            Robert C. Nowinski, Chairman and Chief Executive Officer
                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000

            (Name, Address and Telephone Number of Agent for Service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
Title of Securities to Be       Amount to be        Proposed Maximum Aggregate               Amount of
           Registered              Registered (1)           Offering Price(2)                Registration Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
  per share                          2,113,257                 $25,358,278                        $7,050
-------------------------------------------------------------------------------------------------------------
(1)  Includes (i) 1,159,171 shares of Common Stock issuable pursuant to stock
     options outstanding on July 13, 1999 under the 1996 Stock Option Plan and
     the 1998 Director Stock Option Plan, (ii) 628,329 shares of Common Stock
     issuable pursuant to options reserved for issuance under the 1996 Stock
     Option Plan and the 1998 Director Stock Option Plan, and (iii) 325,757
     shares of Common Stock reserved for issuance as bonus shares under
     employment agreements between the Registrant and each of Robert C.
     Nowinski, Donald P. Francis and Phillip W. Berman. Also includes an
     indeterminate number of shares of Common Stock that may become issuable
     under either stock option plan as a result of the adjustment provisions
     therein, and, if any interests in either stock option plan constitute
     separate securities required to be registered under the Securities
2

     Act of 1933, then, pursuant to Rule 416(c), an indeterminate amount of such
     interests to be offered or sold pursuant to the Plan.

(2)  Fee with respect to 1,159,171 of the shares calculated pursuant to Rule
     457(h)(1) based upon the average exercise price of options granted and
     outstanding as of August 11, 1999 under the 1996 Stock Option Plan and the
     1998 Director Stock Option Plan, which equals the aggregate exercise price
     for all outstanding options, which was $8.60 per share. The fee with
     respect to the remaining 954,086 shares is estimated solely for purposes of
     computing the registration fee pursuant to Rules 457(c) and 457(h) based on
     the average of the high and low sales prices for the Common Stock reported
     by the Nasdaq Stock Market on August 11, 1999 which was $16.13 per share.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated in this Registration Statement
by reference:

                  (a) The Registrant's Prospectus dated June 29, 1999, filed by
         the Registrant with the Securities and Exchange Commission pursuant to
         Rule 424(b) under the Securities Act of 1933, as amended (the
         "Securities Act") (File No. 333-78065);

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1999; and

                  (c) The description of the Registrant's Common Stock set forth
         in the Registration Statement on Form 8-A filed by the Registrant with
         the Securities and Exchange Commission on June 29, 1999, under Section
         12(g) of the Securities and Exchange Act of 1934, as amended (the
         "Exchange Act") (File No. 0-26483).

         All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective dates of
filing of such documents.

         Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

         Not required.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Shares is being passed upon for the Registrant by
Graham & James LLP/Riddell Williams, P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154, which serves as the Registrant's outside general
counsel. Principals of Graham & James LLP/Riddell Williams, P.S. beneficially
own 22,000 shares of the Registrant's Common Stock.

                                     II - 1
4

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") contains provisions entitling directors to be indemnified by the
Registrant against claims arising out of their actions in such capacities to the
fullest extent permitted by law, and the Registrant has entered into
Indemnification Agreements with two of its director nominees that contractually
entitle such persons to similar protection. The Certificate also contains
provisions limiting the personal liability of directors to the Registrant or its
shareholders to the fullest extent permitted by law. In addition, the
Registrant's Amended and Restated Bylaws contain provisions entitling directors
and officers to be indemnified by the Registrant against claims arising out of
their actions in such capacities. The Registrant has also secured insurance on
behalf of its executive officers and directors for certain liabilities arising
out of their actions in such capacities.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.        EXHIBITS.
EXHIBIT
NUMBER                                              DESCRIPTION
-------      ------------------------------------------------------------------------------------------
5.1        Opinion of Graham & James LLP/Riddell Williams P.S.

 23.1        Consent of Graham & James LLP/Riddell Williams P.S. (included in Exhibit 5.1)

 23.2        Consent of KPMG LLP

 24.1        Powers of Attorney (included on signature page)

 99.1        VaxGen, Inc. Amended and Restated 1996 Stock Option Plan

 99.2        VaxGen, Inc. 1998 Director Stock Option Plan (Incorporated by reference to Exhibit No.
             10.5 filed with the Securities and Exchange Commission in connection with the Company's
             Registration Statement on Form S-1 (File No. 333-78065))

 99.3        Amended and Restated Employment Agreement between VaxGen, Inc. and Donald P. Francis

 99.4        Amended and Restated Employment Agreement between VaxGen, Inc. and Robert C. Nowinski

 99.5        Amended and Restated Employment Agreement between VaxGen, Inc. and Phillip W. Berman
ITEM 9.        UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i)    To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                                     II - 2
5

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless, in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II - 3
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on August 17, 1999.

                                            VAXGEN, INC.

                                            By     /s/ Robert C. Nowinski
                                              ----------------------------------
                                              Robert C. Nowinski
                                              Chairman of the Board and
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Robert C. Nowinski and Carter A. Lee, and each of them severally, such
person's true and lawful attorneys-in-fact and agents, with full power to act
without the other and with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to
this Registration Statement, any and all supplements hereto, and any and all
other instruments necessary or incidental in connection herewith, and to file
the same with the Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
SIGNATURE                                     TITLE                              DATE
/s/ Robert C. Nowinski                           Chairman of the Board and               August 17, 1999
-------------------------------------                 Chief Executive Officer
Robert C. Nowinski                                 (Principal Executive Officer)

  /s/ Donald P. Francis                              President and Director                August 17, 1999
-------------------------------------
Donald P. Francis

  /s/ Carter A. Lee                              Senior Vice President, Finance            August 17, 1999
-------------------------------------                & Administration (Principal
Carter A. Lee                                            Financial Officer)

  /s/ Phillip W. Berman                         Senior Vice President, Research            August 17, 1999
-------------------------------------              & Development and Director
Phillip W. Berman

                                                            Director
-------------------------------------
Stephen C. Francis

                                                            Director
-------------------------------------
William D. Young
II - 4
7

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                                              DESCRIPTION
-------      --------------------------------------------------------------------------------------
5.1        Opinion of Graham & James LLP/Riddell Williams P.S.

 23.1        Consent of Graham & James LLP/Riddell Williams P.S. (included in Exhibit 5.1)

 23.2        Consent of KPMG LLP

 24.1        Powers of Attorney (included on signature page)

 99.1        VaxGen, Inc. Amended and Restated 1996 Stock Option Plan

 99.2        VaxGen, Inc. 1998 Director Stock Option Plan (Incorporated by reference to Exhibit No.
             10.5 filed with the Securities and Exchange Commission in connection with the Company's
             Registration Statement on Form S-1 (File No. 333-78065))

 99.3        Amended and Restated Employment Agreement between VaxGen, Inc. and Donald P. Francis

 99.4        Amended and Restated Employment Agreement between VaxGen, Inc. and Robert C. Nowinski

 99.5        Amended and Restated Employment Agreement between VaxGen, Inc. and Phillip W. Berman