UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
March 21, 2006
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-49616
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88-0488686 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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11588 Sorrento Valley Road, Suite 17, San Diego, California
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92121 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (858) 794-8889
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
The Halozyme Therapeutics, Inc. 2006 Stock Plan (the 2006 Plan) was adopted by the Board of
Directors (the Board) on March 21, 2006, and provides for the granting of restricted stock
awards, restricted stock units, incentive and nonstatutory stock options, stock appreciation
rights, performance units and shares, deferred compensation awards and other stock-based awards.
An aggregate of 2,000,000 shares of Company Common Stock are reserved under the 2006 Plan.
The Board will determine the purchase price payable under restricted stock purchase awards,
which may be less than the then current fair market value of our Common Stock. Restricted stock
awards may be subject to vesting conditions based on such service or performance criteria as the
Board specifies, including the attainment of one or more performance goals. Unless otherwise
provided by the Board, a participant will forfeit any shares of restricted stock as to which the
restrictions have not lapsed prior to the participants termination of service. Options granted
under the 2006 Plan will generally have a 10-year term and vest at the rate of 1/4 of the shares on
the first anniversary of the date of grant and 1/48 of the shares monthly thereafter. Options
granted under the 2006 Plan will generally provide for full acceleration of the unvested portion of
an option if the option is not assumed or substituted by an acquiring entity upon a Change in
Control, as defined under the 2006 Plan.
The 2006 Plan has not been approved by the Companys stockholders, but the Company plans on
soliciting stockholder approval for the 2006 Plan in connection with the annual meeting of
stockholders to be held on May 4, 2006. The Board does not plan on making any equity awards
pursuant to the 2006 Plan until after the annual meeting of stockholders. The 2006 Plan is attached
to this Form 8-K as Exhibit 99.1.
Item 2.02. Results of Operations and Financial Condition.
On March 23, 2006, Halozyme Therapeutics, Inc. issued a press release to report its financial
results for the three months and twelve months ended December 31, 2005. The press release is
attached as Exhibit 99.2, which is furnished under Item 2.02 of this report and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Halozyme Therapeutics, Inc. 2006 Stock Plan |
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99.2
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Press Release dated March 23, 2006 |