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
December 15, 2005
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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000-49616
(Commission
File Number)
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88-0488686
(IRS Employer
Identification No.) |
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11588 Sorrento Valley Road, Suite 17, San Diego, California
(Address of principal executive offices)
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92121
(Zip Code) |
Registrant’s telephone number, including area code: (858) 794-8889
Not Applicable
(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:
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..
Senior Management Salary Compensation and Bonuses
On December 15, 2005, the Board of Directors of Halozyme Therapeutics, Inc. (the “Company”),
upon recommendation of the Board’s Compensation Committee (the “Committee”), approved bonuses for
the Company’s senior management for 2005. The Board also approved, upon the Committee’s
recommendation, the annual base salaries of the Company’s senior management for 2006. The
following table sets forth the 2005 bonus amounts for senior management as well as the annual base
salary levels for 2006:
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2005 |
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2006 |
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Bonus |
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Base Salary |
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Jonathan E. Lim (President and Chief Executive Officer) |
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70,000 |
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$ |
300,000 |
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Richard Yocum (Vice President-Clinical Development) |
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$ |
37,500 |
(1) |
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$ |
240,000 |
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Gregory I. Frost (Chief Scientific Officer) |
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$ |
50,000 |
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$ |
210,000 |
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Don A. Kennard (Vice President-Regulatory Affairs) |
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$ |
50,000 |
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$ |
200,000 |
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David A. Ramsay (Chief Financial Officer) |
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$ |
50,000 |
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$ |
180,000 |
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Richard Yocum joined the company mid-year and this bonus amount is prorated based on
months of service provided in 2005. |
In determining specific bonus amounts for 2005, the Board evaluated a number of criteria
related to the Company’s operational, clinical and financial performance in 2005.
Additional Senior Management Compensation Arrangements
In addition to base salary levels, the Committee reviewed cash bonus and equity compensation
recommendations provided by senior management. The Committee requested additional information
relating to these recommendations and expects to make a determination on the 2006 cash bonus and
equity compensation parameters for senior management at a future meeting.
Item 8.01. Other Events.
On December 21, 2005, the Company announced that Kenneth J. Kelley, a member of the Company’s
Board since May 2004, has been named Chairman of the Board. The press release, dated December 21,
2005, announcing this appointment, is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit |
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Description |
99.1
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Press Release dated December 21, 2005 |