Edgar Filing: HALOZYME THERAPEUTICS INC

Halozyme Therapeutics, Inc.

Filed Pursuant to Rule 424 (b) (3) and (c)
File No. 333-114776

HALOZYME THERAPEUTICS, INC.

PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED AUGUST 12, 2004)

This prospectus supplement supplements the Halozyme Therapeutics, Inc. prospectus dated August 12, 2004, as previously supplemented by the Prospectus Supplement dated August 18, 2004, relating to the sale of up to 29,508,664 shares of our common stock by certain selling security holders. This Prospectus Supplement No. 2 should be read in conjunction with the prospectus and the previous supplement dated August 18, 2004, and this Prospectus Supplement No. 2 is qualified by reference to the prospectus and the previous supplement dated August 18, 2004, except to the extent that the information provided by this Prospectus Supplement No. 2 supersedes the information contained in the prospectus.

SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE MAKING A DECISION TO PURCHASE OUR COMMON STOCK.

The shares offered or sold under this prospectus have not been approved by the Securities and Exchange Commission or any state securities commission nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 2 is September 10, 2004.

The sections of the prospectus, dated August 12, 2004, titled “Selling Security Holders” and “Plan of Distribution” are superseded in their entirety by the following:

SELLING SECURITY HOLDERS

The shares are being offered by certain selling security holders. The selling security holders may from time to time offer and sell pursuant to this prospectus up to an aggregate of 29,508,664 shares of our common shares now owned by them or issuable to them upon the exercise of warrants. The selling security holders may, from time to time, offer and sell any or all of the shares that are registered under this prospectus. Because the selling security holders are not obligated to sell their shares, and because the selling security holders may also acquire publicly traded shares of our common stock, we cannot estimate how many shares the selling security holders will own after the offering.

Except for Mark Wilson, who currently serves as our Vice President of Business Development, none of the selling security holders has ever held an office, been a director or have had any other material relationship with Global, Halozyme or its predecessor.

Pursuant to the stock purchase agreements with certain selling security holders, all expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by them in connection with the sale of such shares.

The following table sets forth, with respect to the selling security holders: (i) the number of shares of common stock beneficially owned as of August 12, 2004 and prior to the offering contemplated hereby, and (ii) the percentage of shares of common stock beneficially owned as of August 12, 2004.


			Shares of
			Common Stock		Total Shares of		Shares of Common
	Shares of		Issuable Upon		Common Stock		Stock Beneficially		Total Shares of		Total
	Common Stock		Exercise of		Equivalents Being		Owned But NOT		Common Stock		Beneficial
Security Holders	Being Registered		Warrants		Registered		Being Registered		Beneficially Owned		Ownership%
Adam K. Stern		40,000		20,000		60,000		—		60,000		0.15	%
Anthony Salandra		68,798		61,298		130,096		—		130,096		0.33	%
Arianna Sheree Lynch		2,407		—		2,407		—		2,407		0.01	%
Asia Pacific Imports		50,000		25,000		75,000		—		75,000		0.19	%
Autry Qualified Interest Trust		200,000		100,000		300,000		—		300,000		0.76	%
Baybridge Capital Corp.		512,349		187,425		699,774		—		699,774		1.77	%
BioGrowth, Inc.		512,349		187,425		699,774		—		699,774		1.77	%
Bonanza Master Fund, LTD		600,000		300,000		900,000		—		900,000		2.27	%
Brean Murray & Co. Inc.		50,000		364,284		414,284		—		414,284		1.04	%
Cantonal Corporation		300,001		150,000		450,001		45,000		495,001		1.25	%
Centrum Bank AG		200,000		100,000		300,000		—		300,000		0.76	%
Cimarron Biomedical Investors		200,000		100,000		300,000		—		300,000		0.76	%
Cindy Ullman		5,000		2,500		7,500		—		7,500		0.02	%
Colleen Paffie		8,800		—		8,800		—		8,800		0.02	%
Curtis Leahy		405,000		—		405,000		—		405,000		1.03	%
Darren Blanton		562,788		442,788		1,005,576		—		1,005,576		2.52	%
David Hochman		10,000		5,000		15,000		—		15,000		0.04	%
Dr. Donald Cramer		2,500		1,250		3,750		—		3,750		0.01	%
Dr. Leonard Makowka		10,000		5,000		15,000		—		15,000		0.04	%


			Shares of
			Common Stock		Total Shares of		Shares of Common
	Shares of		Issuable Upon		Common Stock		Stock Beneficially		Total Shares of		Total
	Common Stock		Exercise of		Equivalents Being		Owned But NOT		Common Stock		Beneficial
Security Holders	Being Registered		Warrants		Registered		Being Registered		Beneficially Owned		Ownership%
Equine Consultants Ltd.		107,500		—		107,500		—		107,500		0.27	%
Erietta Papakosta		100,000		50,000		150,000		—		150,000		0.38	%
Forest Hill Select Fund, LP		320,000		160,000		480,000		—		480,000		1.21	%
Franklin H. Nyi		80,000		40,000		120,000		—		120,000		0.30	%
Garfield Associates, LLC		20,000		10,000		30,000		—		30,000		0.08	%
Gene Salkind, MD		160,000		80,000		240,000		150,000		390,000		0.99	%
Gibralt Capital Corporation		400,000		200,000		600,000		—		600,000		1.51	%
Grant Bettingen, Inc.		41,298		—		41,298		—		41,298		0.10	%
Harvest International		107,596		107,596		215,192		—		215,192		0.54	%
Harvey Anderson		53,798		53,798		107,596		—		107,596		0.27	%
Harvey Grossman		8,800		—		8,800		—		8,800		0.02	%
Henri Talerman		80,000		40,000		120,000		—		120,000		0.30	%
Hyde Family Trust		80,000		40,000		120,000		—		120,000		0.30	%
Jacqueline Autry		40,000		20,000		60,000		—		60,000		0.15	%
Janelle Noelle Lynch		2,407		—		2,407		—		2,407		0.01	%
Jardine, McManus, Murphy & Moore, LTD		30,000		—		30,000		—		30,000		0.08	%
Jason Daggett		37,905		—		37,905		—		37,905		0.10	%
Jeffrey Geddes		8,800		—		8,800		—		8,800		0.02	%
Jerome Morgan		8,800		4,400		13,200		—		13,200		0.03	%
Jesse Grossman		1,243,225		633,885		1,877,110		—		1,877,110		4.69	%
Jesse Grossman Accountancy Corp. Retirement Trust		474,890		211,570		686,460		—		686,460		1.73	%
John Paul DeJoria		80,000		40,000		120,000		—		120,000		0.30	%
John S. Lemak		80,000		40,000		120,000		—		120,000		0.30	%
Jonathan Spanier		1,209,423		661,886		1,871,309		—		1,871,309		4.67	%
Jonathan Spanier Custodian for Esme Spanier under CUTMA, age 21		50,000		—		50,000		—		50,000		0.13	%
Keith Granirer		7,500		3,750		11,250		—		11,250		0.03	%
Ken Rickel		445,192		330,192		775,384		—		775,384		1.95	%
Ken Y. Leung		80,000		40,000		120,000		—		120,000		0.30	%
Kerry McVey		53,798		53,798		107,596		—		107,596		0.27	%
Kimberly Craig—Woodworth		20,000		10,000		30,000		—		30,000		0.08	%
Kingsbridge Capital		150,000		75,000		225,000		—		225,000		0.57	%
Laura Stone		8,800		4,400		13,200		1,315		14,515		0.04	%


			Shares of
			Common Stock		Total Shares of		Shares of Common
	Shares of		Issuable Upon		Common Stock		Stock Beneficially		Total Shares of		Total
	Common Stock		Exercise of		Equivalents Being		Owned But NOT		Common Stock		Beneficial
Security Holders	Being Registered		Warrants		Registered		Being Registered		Beneficially Owned		Ownership%
Lawrence Diamant		3,500		1,750		5,250		—		5,250		0.01	%
Lincoln Associates, LLC		20,000		10,000		30,000		—		30,000		0.08	%
Linda May Stone		40,000		20,000		60,000		100		60,100		0.15	%
Lore E. Stone		24,000		12,000		36,000		—		36,000		0.09	%
Louis F. Burke PC Retirement Trust		20,000		10,000		30,000		—		30,000		0.08	%
Louis Spanier		25,000		—		25,000		—		25,000		0.06	%
Marc Rose		208,000		104,000		312,000		—		312,000		0.79	%
Mark Emalfarb Custodian for Ashley Emalfarb		8,000		4,000		12,000		—		12,000		0.03	%
Mark Emalfarb Custodian for Hailey Emalfarb		8,000		4,000		12,000		—		12,000		0.03	%
Mark Wilson		50,000		—		50,000		—		50,000		0.13	%
Matthew Markin		80,000		40,000		120,000		18,500		138,500		0.35	%
Michael Clofine		53,798		53,798		107,596		—		107,596		0.27	%
Michael P. Marcus		80,000		40,000		120,000		—		120,000		0.30	%
Michael Stone		577,394		369,394		946,788		—		946,788		2.38	%
Nadine Smith		319,193		209,596		528,789		—		528,789		1.33	%
Odyssey Holdings Ltd.		512,349		187,425		699,774		—		699,774		1.77	%
Oppenheimer & Co. Inc. Custodian for Jonathan Spanier IRA Rollover		474,890		211,570		686,460		—		686,460		1.73	%
Patricia Fox		8,800		—		8,800		—		8,800		0.02	%
Paul Geddes		8,800		—		8,800		—		8,800		0.02	%
Paul Rosenberg		53,798		53,798		107,596		—		107,596		0.27	%
Paula Rubino		8,800		—		8,800		—		8,800		0.02	%
Peter Geddes		1,579,118		737,758		2,316,876		85,500		2,402,376		6.08	%
Peter Geddes Custodian for Avery Geddes under CUTMA, age 21		20,000		—		20,000		—		20,000		0.05	%
Peter Geddes Custodian for Campbell Geddes under CUTMA, age 21		50,000		25,000		75,000		—		75,000		0.19	%
Peter Geddes Custodian for Lily Geddes under CUTMA, age 21		50,000		25,000		75,000		—		75,000		0.19	%
Peter Geddes Custodian for Zachary Geddes under CUTMA, age 21		20,000		—		20,000		—		20,000		0.05	%
Peter Graffman		75,000		12,500		87,500		—		87,500		0.22	%
Peter Kosa		100,000		50,000		150,000		—		150,000		0.38	%
Ram Trading, Ltd.		1,000,000		500,000		1,500,000		—		1,500,000		3.76	%


			Shares of
			Common Stock		Total Shares of		Shares of Common
	Shares of		Issuable Upon		Common Stock		Stock Beneficially		Total Shares of		Total
	Common Stock		Exercise of		Equivalents Being		Owned But NOT		Common Stock		Beneficial
Security Holders	Being Registered		Warrants		Registered		Being Registered		Beneficially Owned		Ownership%
Richard Genovese		1,242,404		836,394		2,078,798		400,027		2,478,825		6.16	%
Roth Capital Partners, LLC		—		300,000		300,000		—		300,000		0.76	%
Saiph T Corporation		12,500		—		12,500		—		12,500		0.03	%
Sandor Capital Master Fund, L.P.		250,000		125,000		375,000		—		375,000		0.95	%
Sandy Geddes		8,800		—		8,800		—		8,800		0.02	%
Sean Fitzpatrick		25,000		12,500		37,500		—		37,500		0.10	%
Sean Dignan		2,000		—		2,000		—		2,000		0.01	%
Shai Z. Stern		120,000		60,000		180,000		50,000		230,000		0.58	%
Spectrum Advisors, Ltd.		332,596		157,596		490,192		3,000		493,192		1.25	%
Stephanie Spanier		50,000		—		50,000		—		50,000		0.13	%
Steven S. Vender		45,000		22,500		67,500		5,000		72,500		0.18	%
TBG America Inc.		80,000		40,000		120,000		—		120,000		0.30	%
The Ward Family Foundation		120,000		60,000		180,000		—		180,000		0.46	%
University Finance, Inc.		889,033		725,406		1,614,439		—		1,614,439		4.02	%
Vertical Ventures, LLC		200,000		100,000		300,000		—		300,000		0.76	%
Vitel Ventures Corp.		657,426		328,713		986,139		32,248		1,018,387		2.56	%
Whitney & Clarkia Wilson Trust		50,000		—		50,000		50,000		100,000		0.25	%
William F. Miller III		113,798		30,000		143,798		—		143,798		0.36	%
Winnie Huang		40,000		20,000		60,000		—		60,000		0.15	%
Total		19,046,721		10,461,943		29,508,664		840,690		30,349,354		76.21	%

Subject to applicable exceptions set forth by the Securities and Exchange Commission, transferees, pledgees, donees or successors to the selling security holders named in the prospectus may not offer and sell securities pursuant to the prospectus unless we supplement or amend the prospectus to reflect the required information concerning such transferees, pledgees, donees or successors.

PLAN OF DISTRIBUTION

The selling security holders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell all or any part of their shares of common stock offered hereby on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when selling shares:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales;

•

broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this Prospectus. The selling security holders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and may sell or deliver shares in connection with these trades. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling security holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any selling security holders that are broker-dealers or broker-dealer affiliates will be deemed to be “underwriters” within the meaning of the Securities Act in connection with any sales of the shares by them. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Of the selling security holders, Brean Murray & Co., Grant Bettingen, Inc. and Roth Capital Partners, LLC are each broker-dealers. Additionally, Curtis Leahy and Sean Dignan, who are both registered representatives of Grant Bettingen, Inc., are affiliates of a broker-dealer.

Because selling security holders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act and the rules promulgated thereunder. We have informed the selling security holders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market.

We are required to pay all fees and expenses (excluding selling expenses) incident to the registration of the shares being registered herein, including fees and disbursements of counsel to the selling security holders. We have agreed to indemnify certain of the selling security holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

After being notified by a selling security holder that any material arrangement has been entered into with a broker-dealer or underwriter for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker, dealer or underwriter, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling security holder and of the participating broker-dealer(s) or underwriter(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s) or underwriter(s), where applicable, (v) that such broker-dealer(s) or underwriter(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. Individuals and entities who receive shares from the selling security holders as a gift or in connection with a pledge may sell up to 500 of such shares pursuant to this prospectus.