SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 19, 2006
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-20720
(Commission File Number)
10275 SCIENCE CENTER DRIVE,
SAN DIEGO, CALIFORNIA
(Address of principal executive offices)
(858) 550-7500
(Registrant's telephone number, including area code)
77-0160744
(I.R.S. Employer Identification No.)
92121-1117
(Zip Code)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SEVERANCE AGREEMENTS
On October 19, 2006, pursuant to authorization of the Compensation
Committee of the Board of Directors, the Company entered into additional
severance and retention agreements with Tod G. Mertes, Vice President,
Controller and Treasurer and Taylor J. Crouch, Senior Vice President, Operations
& President, International, as additional retention incentives.
These additional agreements consist of:
o An "ordinary" severance agreement for Mr. Crouch that applies
regardless of a change of control ("Ordinary Severance Agreement"). The
Ordinary Severance Agreement provides for payment of six months salary
in the event Mr. Crouch's employment is terminated without cause,
regardless of a change of control. This agreement is on the form
previously filed with the Commission on August 30, 2006 as Exhibit 10.2
to the Company's Current Report on Form 8-K.
o A key employee retention bonus agreement with Mr. Crouch that provides
for a cash bonus payment to him of $50,000 provided he remains employed
by the Company and in good standing through December 31, 2006. This
agreement is on the form previously filed with the Commission on March
1, 2006 as Exhibit 10.1 to the Company's Current Report on Form 8-K.
o A Letter Agreement with Mr. Mertes providing for (i) the payout of
severance benefits under current severance agreements with Mr. Mertes
and (ii) the payout of any bonus due in accordance with the 2006
Executive Bonus Plan, upon any termination or resignation of his
employment, provided he remains with the Company and in good standing
through the final filing of the 2006 annual report on Form 10-K.
The foregoing descriptions of these agreements do not purport to be
complete and are qualified in their entirety by reference to such agreements. A
copy of the form of Mr. Mertes' Letter Agreement is filed as Exhibit 10.1 hereto
and a copy of the form of Mr. Crouch's agreements were previously filed as
detailed above, each of which is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
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10.1 Form of Letter Agreement by and between the Company
and Tod G. Mertes dated as of October 19, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned.
LIGAND PHARMACEUTICALS INCORPORATED
Date : October 20, 2006 By: /s/ Warner R. Broaddus
________________________________________
Name: Warner R. Broaddus
Title: Vice President, General Counsel &
Secretary