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

Date of Report (Date of earliest event reported): November 19, 2010

 

 

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-33093   77-0160744

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   

11085 North Torrey Pines Road, Suite 300 La Jolla, California 92037

(Address of Principal Executive Offices) (Zip Code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on September 9, 2010, stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) approved a proposal to authorize the Company’s Board of Directors to implement, at its discretion, a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $.001 per share, at one of six specified ratios. The Company’s Board of Directors approved the Reverse Stock Split at a ratio of one-for-six and, on November 19, 2010, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) became effective with respect to the Reverse Stock Split. As a result, all previously issued certificates representing six outstanding shares of the Company’s common stock (the “Old Shares”) now represent one new share of the Company’s common stock (the “New Shares”). In addition, the number of authorized shares of the Company’s common stock was reduced on a proportional basis from 200,000,000 shares to 33,333,333 shares.

In cases in which the reverse stock split would result in any stockholder holding a fraction of a share, the Company will pay an amount in cash equal to the product of (1) the closing sale price per share of the Old Shares as reported by The Nasdaq Global Market on November 18, 2010 (the last trading day preceding the effective date of the reverse stock split) by (2) the number of Old Shares held by such stockholder that would otherwise have been exchanged for fractional share interests.

Additional information about the Reverse Stock Split is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2010.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

On November 19, 2010, the Company issued a press release relating to the reverse stock split. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Note: Information in this Current Report on Form 8-K furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

  3.1    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, effective November 19, 2010.
99.1    Press release dated November 19, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    LIGAND PHARMACEUTICALS INCORPORATED

Date: November 19, 2010

    By:  

/s/    C HARLES S. B ERKMAN        

    Name:   Charles S. Berkman
    Title:   Vice President, General Counsel and Secretary

EXHIBIT INDEX

 

Exhibit No.

  

Description

  3.1    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, effective November 19, 2010.
99.1    Press release dated November 19, 2010.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

LIGAND PHARMACEUTICALS INCORPORATED

A DELAWARE CORPORATION

Ligand Pharmaceuticals Incorporated (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation, each six shares of the Corporation’s common stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of common stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall receive, upon surrender of the stock certificates formerly representing the Old Shares, in lieu of such fractional share, an amount in cash equal to the product of (1) the closing sale price per share of the common stock as reported by The Nasdaq Global Market on the last trading day preceding the Effective Date by (2) the number of Old Shares held by such holder that would otherwise have been exchanged for such fractional share interests.

SECOND: Upon the Effective Time, Paragraph (A) of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

“(A) CLASSES OF STOCK. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock that this corporation shall have authority to issue is 38,333,333 of which 33,333,333 shares of the par value of one-tenth of one cent ($.001) each shall be Common Stock and five million (5,000,000) shares of the par value of one-tenth of one cent ($.001) each shall be Preferred Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of the majority of the shares of stock of this corporation entitled to vote in the election of directors.”

THIRD: This Certificate of Amendment shall become effective as of November 19, 2010 at 8:00 a.m. eastern time.

FOURTH: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. A special meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on September 9, 2010, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed as of this 17th day of November, 2010.

 

LIGAND PHARMACEUTICALS INCORPORATED

 

By:

 

/s/ Charles S. Berkman

  Name:   Charles S. Berkman
 

Title:

  Vice President, General Counsel and Secretary

Exhibit 99.1

LOGO

 

Contacts:

  
Ligand Pharmaceuticals Incorporated    Lippert/Heilshorn & Associates
John L. Higgins, President and CEO or    Don Markley
Erika Luib, Investor Relations    dmarkley@lhai.com
(858) 550-7896    (310) 691-7100

Ligand Reverse Stock Split Effective Today

SAN DIEGO (November 19, 2010) – Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today announced that its previously disclosed 1-for-6 reverse stock split has become effective, and will be reflected in the share price beginning today.

The reverse stock split applies to all of Ligand’s outstanding common stock, reducing current outstanding shares (excluding treasury shares) from approximately 117.7 million to approximately 19.6 million. Shareholders will receive cash in lieu of fractional shares. In connection with the reverse split, Ligand also proportionately reduced the number of its authorized shares of common stock from 200.0 million to approximately 33.3 million shares.

Ligand’s common stock will trade under the symbol “LGNDD” for a period of 20 trading days as a result of the reverse stock split. Ligand’s common stock will also trade under a new CUSIP number.

Ligand’s shareholders of record will receive a letter of transmittal and instructions from Ligand’s transfer agent, BNY Mellon Shareowner Services, regarding the procedures for submitting their stock certificates in connection with the reverse stock split. Shareholders are encouraged to surrender their stock certificates in connection with the reverse stock split. Those shareholders holding Ligand common stock in “street name” will receive instructions from their broker if they need to take any action in connection with the reverse stock split.

About Ligand Pharmaceuticals

Ligand discovers and develops novel drugs that address critical unmet medical needs of patients for a broad spectrum of diseases including hepatitis, muscle wasting, Alzheimer’s disease, dyslipidemia, diabetes, anemia, COPD, asthma, rheumatoid arthritis and osteoporosis. Ligand’s proprietary drug discovery and development programs are based on advanced cell-based assays, tissue-specific receptor ligand interactions and gene-expression tools. Among our peers, we believe Ligand has assembled one of the largest portfolios of assets including commercial therapies developed in partnership with pharmaceutical companies. Ligand has established multiple alliances with the world’s leading pharmaceutical companies including GlaxoSmithKline, Merck, Pfizer, Roche, Bristol-Myers Squibb and AstraZeneca, and more than 30 programs in various stages of development.

Caution Regarding Forward-Looking Statements

This news release contains forward looking statements by Ligand that involve risks and uncertainties, including with respect to the reverse stock split, and reflect Ligand’s judgment as of the date of this release. Actual events or results may differ from Ligand’s expectations. Additional information concerning these and other risk factors affecting Ligand’s business can be found in prior press releases available via www.ligand.com as well as in Ligand’s public periodic filings with the Securities and Exchange Commission at www.sec.gov. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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