UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 11, 2004
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49616 88-0488686
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
11588 Sorrento Valley Road, Suite 17
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 794-8889
--------------
Not Applicable
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective March 11, 2004, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated January 28, 2004, among privately held DeliaTroph
Pharmaceuticals, Inc. dba Hyalozyme Therapeutics, Inc. ("Halozyme"), Global
Yacht Services, Inc. ("Global"), a publicly traded Nevada corporation and
Hyalozyme Acquisition Corporation ("Merger Sub"), a wholly owned subsidiary of
Global, the Merger Sub merged with and into Halozyme, with Halozyme remaining as
the surviving corporation (the "Merger").
Although Global acquired Halozyme as a result of the Merger, the shareholders of
Halozyme hold a majority of the voting interest in the combined enterprise.
Additionally, the Merger resulted in Halozyme's management and Board of
Directors assuming operational control of Global.
The following summary lists the structure of the Merger and matters completed in
connection therewith:
o On January 28, 2004, pursuant to an investment round completed
simultaneously with the signing of Merger Agreement, Halozyme raised
equity capital of approximately $8.1 million.
o The shareholders of Global amended and restated Global's Articles of
Incorporation to change Global's corporate name to Halozyme
Therapeutics, Inc., increased the authorized number of shares of
common stock to 100 million, and authorized 20 million shares of
preferred stock.
o Global issued 35,521,906 shares of its restricted common stock,
6,380,397 options and 11,742,665 warrants to purchase shares of its
common stock to the shareholders of Halozyme in exchange for 100% of
their issued and outstanding common stock, options and warrants to
purchase Halozyme's common stock.
o A total of 4,296,362 shares of Global's outstanding common stock were
redeemed by Global from three shareholders in exchange for $42,303,
or approximately $0.01 per share.
o Global's shareholders own approximately 10% of the issued and
outstanding shares of Halozyme's common stock, based on 39,421,906
shares outstanding after the Merger.
The full text of the Merger Agreement may be found at Exhibit A to Global
Yacht's definitive Schedule 14C Information Statement, as filed with the
Securities and Exchange Commission on February 17, 2004.
The Merger has been treated as a re-capitalization of Halozyme. Accordingly, the
financial statements reflect the historical activity of Haloyzme with the
capital structure of Global. Prior to the Merger, Global had limited operations.
On March 11, 2004, Global changed its name to Halozyme Therapeutics, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired. The audited financial
statements required by this item 7 for Halozyme, as of and for the
years ended December 31, 2003 and 2002, are filed as an exhibit
hereto and are incorporated herein by reference.
(b) Pro forma financial information. The pro forma financial information
required by this item 7 for the combined balance sheet of Global and
Halozyme as of December 31, 2003, and for the combined results of
operations of Global and Halozyme for the year ended December 31,
2003, is filed as an exhibit hereto and is incorporated herein by
reference.
(c) Exhibits.
The following Exhibit is filed with this Form 8-K.
Exhibit No. Description
99.1 Agreement and Plan of Merger, dated as of January 28,
2004, by and among DeliaTroph Pharmaceuticals, Inc. dba
Hyalozyme Therapeutics, Inc., Global Yacht Services,
Inc. and Hyalozyme Acquisition Corporation (incorporated
by reference to Exhibit A to the Schedule 14C
Information Statement of Global Yacht Services Inc., as
filed with the Securities and Exchange Commission on
February 17, 2004).
99.2 Halozyme audited (i) Balance Sheets as of December 31,
2003 and 2002; (ii) Statements of Operations for the
years ended December 31, 2003 and 2002; (iii) Statements
of Changes in Shareholders' Equity from Inception
(February 26, 1998) to December 31, 2003; (iv)
Statements of Cash Flows for the years ended December
31, 2003 and 2002 and (v) related Notes to Financial
Statements.
99.3 Global and Halozyme Unaudited Pro Forma (i) Combined
Balance Sheet as of December 31, 2003; (ii) Combined
Statements of Operations for the year ended December 31,
2003; and (iii) related Notes to Combined Financial
Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALOZYME THERAPEUTICS, INC.
Date: May 20, 2004 By: /s/ Jonathan E. Lim
-----------------------
Its: President, Chief Executive Officer
Chairman of the Board
(Principal Executive Officer)