formsc13d.htm

0001140361-08-007529.txt : 20080324 0001140361-08-007529.hdr.sgml : 20080324 20080324165210 ACCESSION NUMBER: 0001140361-08-007529 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080324 DATE AS OF CHANGE: 20080324 GROUP MEMBERS: NEW RIVER MANAGEMENT V, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALOZYME THERAPEUTICS INC CENTRAL INDEX KEY: 0001159036 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 880488686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78830 FILM NUMBER: 08707496 BUSINESS ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 BUSINESS PHONE: (858) 794-8889 MAIL ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL YACHT SERVICES INC DATE OF NAME CHANGE: 20010912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 BUSINESS PHONE: 540-633-7900 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13d.htm HALOZYME THERAPEUTICS, INC. SC 13D/A formsc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

HALOZYME THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

406 37H 109

(CUSIP Number)

Third Security, LLC

The Governor Tyler

1881 Grove Ave.

Radford, Virginia 24141

Attention: Marcus E. Smith, Esq.

Telephone No.: 540-633-7971

Copy to:

David I. Meyers, Esq.

John Owen Gwathmey, Esq.

Troutman Sanders LLP

1001 Haxall Point

Richmond, Virginia 23219

(804) 697-1200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 365,000
		8	SHARED VOTING POWER 13,501,683
		9	SOLE DISPOSITIVE POWER 365,000
		10	SHARED DISPOSITIVE POWER 13,501,683
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,866,683
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) NEW RIVER MANAGEMENT V, LP I.R.S. Identification No.: 56-2652938
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,328,853
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,328,853
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,328,853
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1%
14	TYPE OF REPORTING PERSON (See Instructions) PN

This Amendment No. 2 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated May 15, 2007 and filed on May 24, 2007, as amended by Amendment No. 1 dated May 30, 2007 and filed on June 5, 2007 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”). Mr. Randal J. Kirk (“Mr. Kirk”) is filing this Amendment to disclose the acquisition by New River Management V, LP, a Delaware limited partnership (“NRM V”), of an aggregate of 2,828,853 shares of Common Stock in open market purchases and private transactions. As described in this Amendment, some of the Common Stock that is beneficially owned by Mr. Kirk is directly beneficially owned by one of the following entities, each of which is controlled by Mr. Kirk: Radford Investments Limited Partnership, a Delaware limited partnership (“Radford”), Randal J. Kirk (2000) Limited Partnership, a Delaware limited partnership (“2000LP”), RJK, L.L.C., a Virginia limited liability company (“RJK”), Third Security Staff 2001 LLC, a Virginia limited liability company (“Staff 2001”), New River Management IV, LP, a Virginia limited partnership (“NRM IV”) and NRM V.

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

“NRM V acquired 2,828,853 shares of Common Stock reported herein through open market purchases and private transactions for an aggregate purchase price of $17.9 million using NRM V’s working capital.”

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

“(a) The aggregate number and percentage of shares of Common Stock to which this statement relates is 13,866,683 shares of Common Stock, representing 17.7% of the 78,432,949 shares of Common Stock outstanding as of the date of this statement, based upon the number of shares disclosed by the Company as of March 1, 2008, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the most recent available filing by the Company with the Securities and Exchange Commission). Mr. Kirk directly beneficially owns 365,000 shares of Common Stock to which this statement relates (10,000 of such shares of Common Stock he has the right to acquire pursuant to immediately exercisable stock options). The remaining 13,501,683 shares of Common Stock to which this statement relates are directly beneficially owned as follows:

Owner	Shares
Radford	3,000,000
2000LP	2,189,050
RJK	522,460
Staff 2001	135,000
NRM IV	1,326,320
NRM V	6,328,853

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Radford, 2000LP, RJK, Staff 2001, NRM IV and NRM V.”

Item 5(b) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

“(b) Number of shares of Common Stock as to which such persons have:

(i)

sole power to vote or to direct the vote – 365,000

(ii)

shared power to vote or to direct the vote – 13,501,683(1)

(iii)

sole power to dispose of or to direct the disposition of – 365,000

(iv)

shared power to dispose of or to direct the disposition of – 13,501,683(1)

(1) Includes shares of Common Stock held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 3,000,000 shares of Common Stock held by Radford; 2,189,050 shares of Common Stock held by 2000LP; 522,460 shares of Common Stock held by RJK; 135,000 shares of Common Stock held by Staff 2001; 1,326,320 shares of Common Stock held by NRM IV and 6,328,853 shares held by NRM V.”

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

“(c) NRM V made the following purchases on the open market during the past 60 days:

Date of Purchase	Purchase Price		Number of Shares

March 18, 2008	$	4.57		207,546
March 19, 2008	$	5.80		886,650
March 20, 2008	$	6.12		684,657

In addition, on March 20, 2008, NRM V purchased 250,000 shares, 230,000 shares and 100,000 shares in three privately negotiated transactions, each at a purchase price per share of $6.06 per share.

Other than the purchases of Common Stock as reported herein and the purchase of an aggregate of 470,000 shares of Common Stock between September 13 and September 19, 2007 for an average purchase price per share of $8.71, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 1 with the Securities and Exchange Commission on June 5, 2007.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

In connection with the private purchases set forth in Item 5(c) above, NRM V entered into a Stock Purchase Agreement with each of three officers of the Company, the form of which is attached hereto as Exhibit 10.1.

Item 7. Material to be Filed as Exhibits.

The following documents are being filed as exhibits to this Amendment and are incorporated herein by reference:

Exhibit 10.1

Form of Stock Purchase Agreement entered into on March 20, 2008 between New River Management V, LP and three private sellers

Exhibit 99.1

Joint Filing Agreement, dated as of March 24, 2008, by and among Randal J. Kirk and New River Management V, LP

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 24, 2008

	/s/Randal J. Kirk
	Randal J. Kirk

EXHIBIT INDEX

Exhibit Number	Exhibit

Exhibit 10.1	Form of Stock Purchase Agreement entered into on March 20, 2008 between New River Management V, LP and three private sellers

Exhibit 99.1	Joint Filing Agreement, dated as of March 24, 2008, by and among Randal J. Kirk and New River Management V, LP

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Halozyme Therapeutics, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 25th day of March, 2008.

Date: March 24, 2008	/s/Randal J. Kirk
	Randal J. Kirk

Date: March 24, 2008

NEW RIVER MANAGEMENT V, LP

	By:	Third Security Capital Partners V, LLC, its general partner

	By:	Third Security, LLC, its manager

	By:	/s/Randal J. Kirk
		Randal J. Kirk
		Manager

EX-10.1 3 ex10_1.htm EXHIBIT ex10_1.htm

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is made and entered into as of March 20, 2008, between [__________________] (the “Seller”) and New River Management V, LP (the “Buyer”).

WHEREAS, the Seller is willing to sell to the Buyer, and the Buyer is willing to purchase from the Seller, [____________________] (______) shares of Common Stock (the “Shares”) of Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), currently held by the Seller.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

1. Sale of Shares. The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, all of the Shares on the Closing Date. For purposes of this Agreement, “Closing Date” shall mean such date as soon as practicable after the date hereof but in no event later than three (3) business days after the date hereof on which all of the conditions to transfer of the Shares have been satisfied.

2. Purchase Price. The purchase price for the Shares is [_________________________] ($_________) (the “Purchase Price”). The Purchase Price shall be paid from the Buyer to the Seller on the Closing Date in immediately available funds against delivery by the Seller to the Buyer of a certificate or certificates representing the Shares registered in the name of the Buyer or, if not so registered, accompanied by stock powers in form sufficient to permit transfer of the Shares into the name of the Buyer on the books of the stock transfer agent of the Company.

3. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

(a) Shares. The Seller is the lawful owner of the Shares, and the Seller has the full power and authority to sell the Shares, free and clear of any liens or encumbrances whatsoever. All of the Shares have been validly issued and are fully paid and nonassessable; and no person has any present or future right (conditional, preemptive or otherwise) to acquire any of the Shares. Upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to all such Shares free and clear of all liens or encumbrances whatsoever, options, warrants, purchase rights, contracts, commitments, equities, claims and demands will be transferred to Buyer, and such Shares shall be validly issued, fully paid and nonassessable.

(b) No Breach or Conflict. The sale of the Shares contemplated by this Agreement does not conflict with, or result in a breach of, or a default under, or give rise to a right of acceleration under, any agreement or instrument to which the Seller is a party.

(c) Enforceability. Upon the execution and delivery of this Agreement, this Agreement will be a valid and binding obligation of Seller, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions hereof may be limited by applicable laws.

(d) Consent. No consent of any other person, and no notice to, filing or registration with, or consent, approval or authorization of, any court or governmental authority, regulatory or self-regulatory agency or any other third party is necessary or is required to be made or obtained by Seller, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as may be required under the state securities laws of the jurisdiction in which the Buyer is resident.

(e) Litigation. There is no litigation, arbitration proceeding, governmental investigation, citation or action of any kind pending or, to the knowledge of Seller, proposed or threatened that seeks restraint, prohibition, damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby or that otherwise might impair the Shares.

(f) Fees and Expenses of Brokers and Others. Seller is not committed to any liability for any brokers’ or finders’ fees or any similar fees in connection with the transactions contemplated hereby, and Seller has not retained any broker or other intermediary to act on its behalf in connection with the transactions contemplated by this Agreement.

(g) Consultation with Advisors. Seller has consulted with such legal, accounting, tax and financial advisors as he deems necessary or appropriate concerning the terms and conditions of the sale of the Shares, including the tax consequences thereof.

(h) Truth and Completeness of Representations and Warranties. None of the information contained in the representations and warranties of the Seller set forth in this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Seller is not aware of any nonpublic information concerning the Company that would be material to Buyer’s decision to purchase the Shares.

4. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows:

(a) Organization of Buyer. Buyer is a limited partnership duly formed and validly existing under the laws of the State of Delaware.

(b) Investment Intent. The Buyer is acquiring the Shares for its own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution, as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”).

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(c) Knowledge and Experience. The Buyer is an “accredited investor” (as such term is defined in Regulation D under the Securities Act), is knowledgeable and experienced in businesses of the sort conducted by the Company.

(d) Investment Risk. The Buyer understands that the Buyer may be required to hold the Shares indefinitely due to the requirements of the Securities Act. The Buyer is capable of evaluating the merits and risks involved in the acquisition of the Shares and is capable of bearing the economic risk of such investment.

(e) Resale. The Buyer is aware that any resale inconsistent with the Securities Act may create liability on its part and/or the part of the Seller, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any of the Shares unless in compliance with the Securities Act and applicable state securities laws.

5. Closing. The parties agree to take all such steps as soon as practicable after the date hereof necessary to close the purchase of the Shares pursuant to the terms set forth in this Agreement, including the execution of any additional documents or agreements and the provision of any necessary instructions to the Company’s transfer agent. The parties hereby acknowledge and agree that the closing hereunder shall be conditioned upon each party’s respective representations and warranties contained herein being true and correct as of the Closing Date and undertake the obligation to provide the other party written notice of any information that may cause such representations and warranties to be untrue as of the Closing Date.

6. Indemnification.

(a) Seller’s Indemnification. Seller hereby indemnifies and holds Buyer and its directors, officers, members and affiliates (collectively, the “ Buyer Indemnified Parties”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all losses, liabilities, claims, damages (including incidental and consequential damages), costs, expenses (including costs of investigation and defense and reasonable attorneys’ fees) and obligations (hereinafter referred to collectively as “Losses”) that the Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (P)(i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant to this Agreement; and (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement.

(b) Buyer’s Indemnification. Buyer hereby indemnifies and holds Seller harmless from and against, and agrees to defend promptly the Seller from and reimburse the Seller for, any and all Losses that Seller may at any time suffer or incur, or become subject to, as a result of or in connection with: (P)(i) any material breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement or any other agreement or instrument delivered by Buyer pursuant to this Agreement; and (ii) any failure of Buyer to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Buyer pursuant to this Agreement.

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7. Survival of Representations. Warranties and Covenants. All agreements, representations, warranties and covenants made by the parties in this Agreement shall survive the closing of the purchase of the Shares hereunder for the full period of the applicable statute of limitations.

8. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the undersigned parties and their respective heirs, personal representatives, successors and assigns.

9. Entire Agreement and Amendments. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and no other agreement with respect thereto, including any prior written or oral representation or understanding of the parties, shall have any further force or effect. The Buyer and the Seller each represents and warrants to the other that, in entering this Agreement, he has relied on no statements, representations, inducements or promises made by the other party except as are expressly set forth in this Agreement. This Agreement may be modified only by a subsequent writing signed by both parties to this Agreement.

10. Notices. All notices, consents, offers and other communications by and between Buyer and Seller under this Agreement will be in writing and will be deemed to have been received when personally delivered, one business day after the date of transmittal if sent by reputable overnight courier service or five days after mailing by certified mail, return receipt requested, to Buyer at 1881 Grove Avenue, Radford, Virginia 24141, Attention: Tad Fisher, and to Seller at [ _______________________________________] or to such other address as each may specify to the other in accordance with the provisions of this Section 10.

11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the choice of laws provisions thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

THE BUYER:

NEW RIVER MANAGEMENT V, LP

By:

THIRD SECURITY CAPITAL PARTNERS V, LLC

		Its:	General Partner


		By:
		Name:	Randal J. Kirk
		Title:	Manager, Third Security, LLC, the
			Manager of Third Security Capital
			Partners V, LLC

	THE SELLER:

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