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
Date of Report (Date of earliest event reported): January 28, 2004
Global Yacht Services, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 000-49616 88-0488686
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
7710 Hazard Center Drive, Suite E-415, San Diego, California, 92108
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(Address of principal executive offices)
619.990.0976
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(Issuer's Telephone Number)
Item 5. Other Events and Regulation FD Disclosure.
On January 28, 2004, Global Yacht Services, Inc. (the "Registrant") and its
stockholders entered into an Agreement and Plan of Merger (the "Merger") with
DeliaTroph Pharmaceuticals, Inc. dba Hyalozyme Therapeutics, Inc. ("Hyalozyme"),
a privately held California corporation, and its shareholders to merge with
Hyalozyme. The Merger will occur between the Registrant's wholly-owned merger
subsidiary and Hyalozyme, and as a result of the Merger, Hyalozyme will be the
surviving corporation and wholly-owned subsidiary of the Registrant.
Additionally, following completion of the Merger, the board of directors of the
Registrant will resign and Hyalozyme will designate new appointees to the board
of directors.
In connection with the Merger, Hyalozyme's shareholders will become stockholders
of the Registrant. The Registrant anticipates issuing approximately 34,999,701
shares of its common stock, along with 6,886,807 options and 11,758,460 warrants
to Hyalozyme's shareholders. In addition, approximately 4,296,375 shares of the
Registrant's current outstanding common stock will be redeemed, such that the
Registrant's remaining stockholders will own approximately 10% of the 38,899,688
issued and outstanding shares of the Registrant's common stock after the Merger.
The Merger is contingent on several closing conditions. After the Merger is
concluded, the Registrant will: (i) change its name to Halozyme Therapeutics,
Inc.; (ii) amend its Articles of Incorporation to increase the number of
authorized shares of its common stock; and (iii) authorize shares of preferred
stock for which its board of directors may set the designations and preferences
thereon.
Hyalozyme was incorporated in California on February 26, 1998. Hyalozyme is a
product-focused biotechnology company dedicated to the development and
commercialization of recombinant therapeutic enzymes and drug enhancement
systems, based on intellectual property covering the family of human enzymes
known as hyaluronidases. Hyalozyme's first products are human synthetic
formulations of a hyaluronidase enzyme that replaces current animal
slaughterhouse-derived enzymes that carry risks of animal pathogen contamination
and immunogenicity. These products are based on a highly versatile enzyme
technology, which its management believes has a wide range of therapeutic
applications, and which it hopes will enable Hyalozyme to help patients across
multiple disease states while creating significant shareholder value.
The Registrant hopes that this transaction will increase the value of its common
stock to its stockholders, however, there is no guarantee that the Registrant
will be able to consummate the transaction with Hyalozyme or that, if
consummated, the acquisition will increase the value of its common stock. The
Registrant intends to continue providing its yacht maintenance, charter and
delivery services until such time as the transaction with Hyalozyme is
consummated.
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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, thereunto duly authorized.
Global Yacht Services, Inc.
February 11, 2004 By: /s/ Mitch Keeler
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Mitch Keeler, President and
Chief Executive Officer
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