UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): /X/ Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q
/ /Form N-SAR LJ / /Form N-CSR
For Period Ended: 12/31/04
/ /Transition Report on Form 10-K
/ /Transition Report on Form 20-F
/ /Transition Report on Form 11-K
/ /Transition Report on Form 10-Q
/ /Transition Report on Form N-SAR For the Transition Period Ended:
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Read instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
NOT APPLICABLE
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PART I -- REGISTRANT INFORMATION
LIGAND PHARMACEUTICALS INCORPORATED
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Full Name of Registrant
NOT APPLICABLE
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Former Name if Applicable
10275 SCIENCE CENTER DRIVE
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Address of Principal Executive Office (`Street and Number)
SAN DIEGO, CA 92121
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule l2b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part Ill of this
form could not be eliminated without unreasonable effort or
expense
/ / (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form LII N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form l0-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 1
2b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, Il-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The annual report on Form 10-K of Ligand Pharmaceuticals Incorporated (the
"Company") for the period ended December 31, 2004 could not be filed with the
Securities and Exchange Commission on a timely basis without unreasonable effort
or expense due to the following reasons:
In connection with the Company's preparation of its consolidated financial
statements for 2004 and the audit of those financial statements, the Audit
Committee of the Board of Directors of the Company (the "Audit Committee") is
conducting a review, with the assistance of management, of the Company's revenue
recognition policies and accounting for product sales, including its estimates
of product returns under SFAS 48 - "Revenue Recognition when Right of Return
Exists" and question 9 of SAB 101 - "Revenue Recognition in Financial
Statements." The review is expected to include the Company's revenue recognition
policies and practices for current and past periods as well as the Company's
internal control over financial reporting as it relates to these items.
The Audit Committee has retained Dorsey & Whitney LLP as independent counsel.
The Audit Committee and its independent counsel will also retain independent
accounting consultants to assist in the review.
The Company is also reviewing the accounting and classification of its sales of
royalty rights in its consolidated statements of operations.
No determination has been made as to whether any changes may be required in the
Company's policies or accounting, how the items under review would be treated
for accounting purposes, nor the magnitude of any changes that may be required.
If it is determined that the accounting policies and/or historical accounting
treatment require modification and the modifications are material, adjustments
to the fiscal 2004 consolidated financial statements and/or restatement of prior
2004 financial results and one or more prior fiscal years or quarters may be
required, which would reflect a material weakness in the Company's internal
control over financial reporting.
The Company did not represent in Part II of this form that it would be able to
file its 2004 Form 10-K by March 31, which is required by SEC rules to obtain a
15-day extension of the filing deadline. The Company does not believe at this
time that it will be able to file its 2004 Form 10-K by that date. The Company
has provided additional information concerning the status of these reviews and
the Company's current expectations on this and related topics in a press release
before the market open on March 17, 2005. The Company has included a copy of the
press release as an exhibit to its report on Form 8-K furnished to the SEC on
March 17, 2005.
The Audit Committee with the assistance of management is endeavoring to complete
the review as soon as possible, but the Company cannot estimate at this time
when the Audit Committee's review or the audit for fiscal 2004 will be
completed.
PART IV - OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Warner R. Broaddus (858) 550-7500
____________________ ______________ _________________
(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No/ /
3. Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes /X/ No/ /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
No determination has been made as to whether any changes may be required in the
Company's policies or accounting, how the items under review would be treated
for accounting purposes, nor the magnitude of any changes that may be required.
If it is determined that the accounting policies and/or historical accounting
treatment require modification and the modifications are material, adjustments
to the fiscal 2004 consolidated financial statements and/or restatement of prior
2004 financial results and one or more prior fiscal years or quarters may be
required, which could result in a material weakness in the Company's internal
control over financial reporting.
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LIGAND PHARMACEUTICALS INCORPORATED
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date MARCH 17, 2005
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By /S/WARNER R. BROADDUS
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Warner R. Broaddus
General Counsel, Vice President & Secretary