Halozyme Therapeutics SC 13DA #1 5-30-2007 (Kirk)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)*
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HALOZYME
THERAPEUTICS, INC.
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(Name
of Issuer)
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Common
Stock, $0.001 par value per share
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(Title
of Class of Securities)
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406
37H 109
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(CUSIP
Number)
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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
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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May
30, 2007
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(Date
of Event which Requires Filing of this Statement)
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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).
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
RANDAL
J. KIRK
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
365,000
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8
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SHARED
VOTING POWER
10,672,830
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9
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SOLE
DISPOSITIVE POWER
365,000
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10
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SHARED
DISPOSITIVE POWER
10,672,830
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,037,830
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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This
Amendment No. 1 (the “Amendment”) amends and supplements the Statement on
Schedule 13D, dated May 15, 2007 and filed on May 24, 2007 (the “Original
Schedule 13D”), relating to the Common Stock, par value $0.001 per share
(the “Common Stock”), of Halozyme Therapeutics, Inc., a Nevada corporation (the
“Company”). Mr. Randal J. Kirk (“Mr. Kirk”) is filing this Amendment to disclose
the closing of the acquisition by New River Management V, LP, a Delaware limited
partnership (“NRM V”), of 3,500,000 newly issued shares of Common Stock in a
private placement pursuant to a Stock Purchase Agreement entered into between
the Company and NRM V on April 23, 2007 (the “Purchase Agreement”). 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
2. Identity and Background.
Item
2 of
the Original Schedule 13D is
hereby
amended and restated to read in its entirety as follows:
“This
Statement is being filed on behalf of Mr. Kirk, Radford, 2000LP, RJK, Staff
2001, NRM IV and NRM V (collectively, the “Reporting Persons”).
(a)-(c) The
address of the principal business office of each of the Reporting Persons is
The
Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141. The present
principal occupation/employment of Mr. Kirk is Senior Managing Director and
Chief Executive Officer of Third Security, LLC, an investment management firm
founded by Mr. Kirk. The principal business of each of Radford, 2000LP, RJK,
Staff 2001, NRM IV and NRM V is investment.
(d)-(e)
During the last five years, none of the Reporting Persons or, to the best of
the
Reporting Persons' knowledge, any of the managers or joint holders of the
Reporting Persons, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as
a result of such proceeding is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr.
Kirk
is a citizen of the United States. Radford, 2000LP and NRM V are entities
organized under the laws of Delaware. NRM IV, RJK and Staff 2001 are entities
organized under the laws of the Commonwealth of Virginia.”
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 3,500,000 shares of Common Stock reported herein through a private
placement under Section 4(2) of the Securities Act
of 1933,
as amended, pursuant to the Purchase Agreement for a purchase price of $9.17
per
share, or $32.1 million in the aggregate, using NRM V’s working capital.”
Item
4. Purpose of Transaction.
Item
4 of
the Original Schedule 13D is
hereby
amended and restated to read in its entirety as follows:
“The
Reporting Persons' purpose in purchasing the Common Stock reported in Item
5(a)
hereof is for investment purposes and as described in the following paragraphs.
The Reporting Persons, or any of them, may purchase additional shares of Common
Stock from time to time, either in the open market or in privately negotiated
transactions. Any decision of the Reporting Persons to increase their holdings
in Common Stock will depend, however, on numerous factors, including, without
limitation, the price of shares of Common Stock, the terms and conditions
related to their purchase and sale, the prospects and profitability of the
Issuer, other business and investment alternatives of the Reporting Persons
and
general economic and market conditions. At any time, the Reporting Persons,
or
any of them, may determine to dispose of some or all of their holdings of Common
Stock depending on those and other considerations.
On
April
23, 2007, the Company and NRM V entered into the Purchase Agreement for a $32.1
million private placement of newly issued shares of Common Stock. On May 30,
2007, the parties closed this transaction, at which time the Company issued
3,500,000 shares of Common Stock to NRM V at a price of $9.17 per share. This
sales price represents a $0.22 per share premium to the closing price of the
Company’s Common Stock on the date that the parties executed the Purchase
Agreement.
On
May
15, 2007, Mr. Kirk was elected by the Board if Directors of the Company to
fill
a newly created vacancy on the Board of Directors. Pursuant to the Company's
outside director compensation policy, upon Mr. Kirk's election to the Company's
Board of Directors, Mr. Kirk was granted 15,000 restricted shares of Common
Stock and immediately exercisable options to purchase 10,000 shares of Common
Stock.
Except
as
set forth above, none of the Reporting Persons has any plans or proposals that
relate to or would result in (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer; (c) a sale or transfer of a material amount
of assets of the Issuer; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer
by
any person; (h) causing a class of securities of the Issuer to be delisted
from
a national securities exchange or to cease to be authorized to be quoted in
an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of
1934; or (j) any action similar to any of those enumerated above. The Reporting
Persons may formulate plans or proposals with respect to one or more of the
foregoing in the future.”
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 11,037,830 shares of Common Stock, representing 14.6%
of
the 75,444,186 shares of Common Stock outstanding as of the date of this
statement, based upon the number of shares disclosed by the Company as of May
10, 2007, in the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007 (the most recent available filing by the Company with the
Securities and Exchange Commission) and taking into account the issuance of
3,500,000 shares on May 30, 2007 to NRM V pursuant to the Purchase Agreement.
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
10,672,830 shares of Common Stock to which this statement relates are directly
beneficially owned as follows:
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Owner
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Shares
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Radford
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3,000,000
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2000LP
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2,189,050
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RJK
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522,460
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Staff
2001
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135,000
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NRM
IV
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1,326,320
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NRM
V
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3,500,000
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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:
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“(b)
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Number
of shares of Common Stock as to which such persons
have:
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(i)
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sole
power to vote or to direct the vote -
365,000
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(ii)
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shared
power to vote or to direct the vote - 10,672,830 (1)
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(iii)
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sole
power to dispose of or to direct the disposition of -
365,000
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(iv)
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shared
power to dispose of or to direct the disposition of - 10,672,830
(1)
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(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 3,500,000 shares held by NRM V.”
Item
5(c)
of the Original Schedule 13D is
hereby
amended and supplemented as follows:
“(c) On
April
23, 2007, the Company and NRM V, entered into a Stock Purchase Agreement for
a
$32.1 million private placement of newly issued shares of Common Stock. On
May
30, 2007, the parties closed this transaction, at which time the Company issued
3,500,000 shares of Common Stock to NRM V at a price of $9.17 per share. This
sales price represents a $0.22 per share premium to the closing price of the
Company’s Common Stock on the date that the parties executed the Stock Purchase
Agreement.
Except
as
set forth above, none of the Reporting Persons has effected any transactions
in
the Common Stock since May 24, 2007, the date of filing of the Original Schedule
13D.”
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:
June 5, 2007
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/s/Randal
J. Kirk
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Randal
J. Kirk
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