UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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88-0488686 |
| (State of incorporation)
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(I.R.S. Employer Identification No.) |
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11388 Sorrento Valley Road
San Diego, California
(Address of principal executive offices)
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92121
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered |
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| Common Stock, $0.001 Par Value
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The Nasdaq Stock Market LLC |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
Amendment No. 1 to Form 8-A
Explanatory Note
This Amendment No. 1 to Form 8-A is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the “Securities Act”), in connection with the reincorporation from Nevada to
Delaware of Halozyme Therapeutics, Inc., a Nevada corporation (“Halozyme Nevada”), and the sole
stockholder of the Registrant. The reincorporation was effected pursuant to an Agreement and Plan
of Merger (the “Merger Agreement”) among the Registrant and Halozyme Nevada. The Merger Agreement
provides for, among other things, the merger of Halozyme Nevada with and into the Registrant (the
“Merger”). The Merger Agreement was approved by the shareholders of Halozyme Nevada at a meeting
for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which was held on November 14, 2007.
As a result of the Merger, which was consummated on November 15, 2007: (i) each share of common
stock, par value $0.001 per share, of Halozyme Nevada issued and outstanding was converted into a
share of common stock of the Registrant, par value $0.001 per share; (ii) each option to acquire
shares of Halozyme Nevada was converted into and became an equivalent option to acquire an equal
number of shares of the Registrant’s common stock (whether or not such option was then
exercisable); (iii) the exercise price per share under each option remained equal to the exercise
price per share immediately prior to the Merger; and (iv) the stock purchase right associated with
each outstanding share of Halozyme Nevada’s common stock under its Rights Agreement was converted
into an identical stock purchase right associated with each share of Halozyme Delaware common
stock. Immediately prior to the consummation of the Merger, the Registrant had nominal assets and
liabilities.
The Registrant filed with the Securities and Exchange Commission a Current Report on Form 8-K on
even date herewith attaching or incorporating by reference its new Delaware Certificate of
Incorporation, Certificate of Designation, Preferences and Rights (the “Certificate of
Designation”) and Bylaws (collectively, the “Charter Documents”). In accordance with the
Registrant’s Charter Documents, the undersigned Registrant hereby amends the following items,
exhibits or other portions of its Form 8-A filed May 9, 2007, regarding the description of its
common stock as set forth herein.
In accordance with Rule 414 under the Securities Act, the Registrant, as successor issuer to
Halozyme Nevada, hereby expressly adopts this Form 8-A as its own for all purposes of the
Securities Act and the Exchange Act.
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TABLE OF CONTENTS
Item 1: Description of Registrant’s Securities to be Registered.
General
The following description of the Registrant’s capital stock is only a summary. For more
complete information, you should refer to the Registrant’s Charter Documents, which the Registrant
has filed with the Securities and Exchange Commission as exhibits to this Registration Statement.
In addition, you should refer to the general corporation laws of the State of Delaware, which also
govern the Registrant’s structure, management and activity.
Common Stock
Authorized and Outstanding. The Registrant is authorized to issue 150,000,000 shares of
common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value
$0.001 per share, with 500,000 of such shares of preferred stock designated as Series A Preferred
Stock, $0.001 par value. As of November 5, 2007, there were 77,618,791 shares of common stock
outstanding and no shares of preferred stock outstanding. All shares of common stock outstanding
are fully paid and nonassessable.
Voting. Holders of the Registrant’s common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. The holders of common stock are not entitled to
cumulate voting rights with respect to the election of directors, which means that the holders of a
majority of the shares voted can elect all of the directors then standing for election. Any
adoption, amendment or repeal of the Bylaws shall require the affirmative vote of the holders of at
least a majority of the voting power of all of the then outstanding shares, in addition to any vote
of the holders of any class or series of stock of the Registrant required by law or the Certificate
of Incorporation. Additionally, the affirmative vote of the holders of a majority of the
outstanding common stock is required to increase or decrease the number of authorized shares of any
class of capital stock. In all other matters, other than the election of directors, the
affirmative vote of the holders of a majority of the shares present in person or represented by
proxy and entitled to vote at a meeting at which a quorum is present shall be the act of the
stockholders, unless the vote of a greater number is required by law. There are no redemption or
sinking fund provisions applicable to the Registrant’s common stock. The rights, preferences and
privileges of holders of common stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of preferred stock that the Registrant may designate and
issue in the future
Dividends. Subject to limitations under Delaware law and preferences that may apply to any
outstanding shares of preferred stock, holders of the Registrant’s common stock are entitled to
receive ratably such dividends or other distribution, if any, as may be declared by the board of
directors out of funds legally available therefor.
Liquidation. In the event of the Registrant’s liquidation, dissolution or winding up, holders
of the Registrant’s common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to the liquidation preference of any outstanding preferred stock.
Preferred Stock. The Registrant’s Certificate of Incorporation empowers the board of
directors to issue up to 20,000,000 shares of preferred stock from time to time in one or more
series; 500,000 of such shares of preferred stock are designated as Series A Preferred Stock. The
Registrant’s board of directors is authorized to fix and determine designations, preferences,
privileges, rights, and powers and relative, participating, optional, or other special rights,
qualifications, limitations, or restrictions on the preferred stock of the Registrant as provided
by the Delaware General Corporation Law. Examples of rights and preferences that the board of
directors may fix are: (1) dividend rights, (2) dividend rates, (3) conversion rights, (4) voting
rights, (5) terms of redemption, and (6) liquidation preferences. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions and other corporate
purposes, could make it more difficult for a third party to acquire, or could discourage a third
party from acquiring, a majority of the Registrant’s outstanding voting stock. The rights of
holders of the Registrant’s common stock described above, will be subject to, and may be adversely
affected by, the rights of any preferred stock that the Registrant may designate and issue in the
future.
Rights Agreement. In addition, the description of the rights held by each share of the
Registrant’s common stock pursuant to the Registrant’s Stockholder Rights Agreement, as set forth
in the 8-K filed on May 8, 2006, subject to the amendments described in the 8-K filed on November
14, 2007, is incorporated by reference.
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