As filed with the Securities and Exchange Commission on July 2, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
77-0160744
(IRS Employer Identification No.)
10275 SCIENCE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
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LIGAND PHARMACEUTICALS INCORPORATED
2002 STOCK INCENTIVE PLAN
(Full title of the plans)
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DAVID E. ROBINSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIGAND PHARMACEUTICALS INCORPORATED
10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
(Name and address of agent for service)
(858) 550-7500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share Offering Price Fee
---------------------- --------------- ------------------- ------------------- --------------
2002 STOCK INCENTIVE 750,000 $16.93 (2) $12,693,750.00 (2) $1,608.30
PLAN Common Stock,
par value $0.001
(1) Pursuant to Rule 416(a), this registration statement shall also cover any
additional shares of Registrant's Common Stock which become issuable under
the 2002 Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without our receipt
of consideration which results in an increase in the number of our
outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) and
457(c) of the Securities Act of 1933, as amended, on the basis of the
average high and low selling prices per share of Registrant's Common Stock
on July 1, 2004, as reported by the Nasdaq National Market.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0300 for further information on the public
reference room. Our SEC filings are also available to the public at the SEC's
website at http://www.sec.gov.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, until
our offering is complete:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2003, filed on March 12, 2004;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004, filed on May 7, 2004;
(c) Our Current Reports on Form 8-K, filed on March 18, 2004, March 22,
2004, and June 16, 2004;
(d) The description of our common stock contained in our registration
statement on Form 8-A, filed on November 21, 1994, including any amendments
or reports filed for the purpose of updating such descriptions;
(e) The description of the preferred stock purchase rights of our
common stock contained in our registration statement on Form 8-A, filed on
September 30, 1996, including any amendments or reports filed for the
purpose of updating such descriptions.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Ligand Pharmaceuticals Incorporated
Attn: Investor Relations
10275 Science Center Road
San Diego, California 92121-1117
(858) 550-7500
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YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS REGISTRATION STATEMENT OR ANY RELATED
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, we have broad
powers to indemnify our directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act.
Our amended and restated certificate of incorporation provides for the
indemnification of all persons to the fullest extent permissible under Delaware
law.
Our amended and restated by-laws provide for the indemnification of
officers, directors and third parties acting on our behalf if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
our best interest, and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful.
We maintain directors and officers insurance providing indemnification for
our directors and certain of our officers for certain liabilities.
We also entered into indemnification agreements with our directors and
officers, which may be sufficiently broad to permit indemnification of our
officers and directors for liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NUMBER EXHIBIT
4.1 Instruments defining the rights of stockholders.
Reference to our registration statement on Form 8-A
filed on November 21, 1994 (incorporated into this
registration statement by reference), our Amended and
Restated Certificate of Incorporation (incorporated
into this registration statement by reference to
Exhibit 3.2 to our registration statement on Form S-4
filed on July 9, 1998), our Bylaws (incorporated into
this registration statement by reference to Exhibit
3.3 of our registration statement on Form S-4 filed on
July 9, 1998), our Amended Certificate of Designation
of Rights, Preferences and Privileges of Series A
Participating Preferred Stock (incorporated into this
registration statement by reference to Exhibit 3.3 to
our quarterly report on Form 10-Q for the period ended
March 31, 1999), Certificate of Amendment of the
Amended and Restated Certificate of Incorporation
(incorporated into this registration statement by
reference to Exhibit 3.5 to our annual report on Form
10-K for the period ended December 31, 2000), our
registration statement on Form 8-A/Amendment filed on
April 6, 2004, including any exhibits filed with
respect to such registration statement, and our
specimen stock certificate for shares of our common
stock (incorporated into this registration statement
by reference to Exhibit 4.1 filed with our
registration statement filed on April 16, 1992 as
amended), including in all cases any amendments or
reports filed for the purposes of updating such
descriptions.
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (contained in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche, LLP, Independent
Registered Public Accounting Firm.
24.1 Power of Attorney. Reference is made to page II-6
of this registration statement.
99.1 2002 Stock Incentive Plan (as amended June 11, 2004).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes: to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement; PROVIDED, HOWEVER, (1) that clauses (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
into this registration statement; (2) that, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof; and (3)
to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of
the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
our annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the indemnification
provisions summarized in Item 6 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 2nd day of
July, 2004.
LIGAND PHARMACEUTICALS INCORPORATED
By /S/ DAVID E. ROBINSON
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David E. Robinson
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Ligand Pharmaceuticals
Incorporated, a Delaware corporation, do hereby constitute and appoint David E.
Robinson and Paul V. Maier, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this registration statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/S/DAVID E. ROBINSON President and Chief Executive Officer July 2, 2004
--------------------------------- and Director (Principal Executive
David E. Robinson Officer)
/S/PAUL V. MAIER Vice President, Chief Financial Officer, July 2, 2004
--------------------------------- (Principal Financial and Accounting Officer)
Paul V. Maier
/S/HENRY F. BLISSENBACH Director July 2, 2004
---------------------------------
Henry F. Blissenbach
/S/ALEXANDER D. CROSS Director July 2, 2004
---------------------------------
Alexander D. Cross
/S/JOHN GROOM Director July 2, 2004
---------------------------------
John Groom
/S/IRVING S. JOHNSON Director July 2, 2004
---------------------------------
Irving S. Johnson
/S/JOHN W. KOZARICH Director July 2, 2004
---------------------------------
John W. Kozarich
/S/CARL C. PECK Director July 2, 2004
---------------------------------
Carl C. Peck
/S/MICHAEL A. ROCCA Director July 2, 2004
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Michael A. Rocca
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
LIGAND PHARMACEUTICALS INCORPORATED
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
4.1 Instruments defining the rights of stockholders.
Reference to our registration statement on Form 8-A
filed on November 21, 1994 (incorporated into this
registration statement by reference), our Amended and
Restated Certificate of Incorporation (incorporated
into this registration statement by reference to
Exhibit 3.2 to our registration statement on Form S-4
filed on July 9, 1998), our Bylaws (incorporated into
this registration statement by reference to Exhibit
3.3 of our registration statement on Form S-4 filed on
July 9, 1998), our Amended Certificate of Designation
of Rights, Preferences and Privileges of Series A
Participating Preferred Stock (incorporated into this
registration statement by reference to Exhibit 3.3 to
our quarterly report on Form 10-Q for the period ended
March 31, 1999), Certificate of Amendment of the
Amended and Restated Certificate of Incorporation
(incorporated into this registration statement by
reference to Exhibit 3.5 to our annual report on Form
10-K for the period ended December 31, 2000), our
registration statement on Form 8-A/Amendment filed on
April 6, 2004, including any exhibits filed with
respect to such registration statement, and our
specimen stock certificate for shares of our common
stock (incorporated into this registration statement
by reference to Exhibit 4.1 filed with our
registration statement filed on April 16, 1992 as
amended), including in all cases any amendments or
reports filed for the purposes of updating such
descriptions.
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (contained in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche, LLP, Independent
Registered Public Accounting Firm.
24.1 Power of Attorney. Reference is made to page II-6
of this registration statement.
99.1 2002 Stock Incentive Plan (as amended June 11, 2004).