As filed with the Securities and Exchange Commission on July 30, 2001
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 77-0160744
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
10275 Science Center Drive
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
-------------
1992 STOCK OPTION/STOCK ISSUANCE PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-------------
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)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share Price Fee
---------------------------- --------------- --------- --------- ------------
1992 Stock Option/
STOCK ISSUANCE PLAN 750,000 shares $9.815 (2) $7,361,250 (2) $1,840.31
Common Stock, par value $0.001
1992 EMPLOYEE STOCK PURCHASE PLAN 60,000 shares $9.815 (2) $588,900 (2) $147.23
Common Stock, par value $0.001
Aggregate Amount of Registration Fee $1,987.54
=============================================================================================================
(1) This Registration Statement shall also cover any additional shares of
registrant's Common Stock which become issuable under the 1992 Stock
Option/Stock Issuance Plan and the 1992 Employee Stock Purchase Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without our receipt of consideration and 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 of the
high and low selling prices per share of registrant's Common Stock on July 24,
2001, 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 have on file at
the SEC's public reference rooms in Washington, DC, New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for further information
about the public reference rooms. Our SEC filings are also available to the
public at the SEC's web site at http://www.sec.gov.
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,
2000, filed on March 29, 2001;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed on May 7, 2001;
(c) Our Current Report on Form 8-K, filed on January 4, 2001;
(d) Our Current Report on Form 8-K, filed on January 8, 2001;
(e) The description of our Common Stock, par value 0.001 per share,
contained in our Form 8-A registration statement, filed on November
21, 1994; and
(f) The description of the preferred share purchase rights of our Common
Stock, par value 0.001 per share, contained in our Form 8-A
registration statement, filed on September 30, 1996, as amended on
November 10, 1998 and December 24, 1998.
All reports and other documents that we subsequently filed under Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered under
this registration statement have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive
San Diego, California 92121
Attn: Secretary
(858) 550-7500
II-1
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 145 of the Delaware General Corporation Law permits
indemnification of our officers and directors under certain conditions and
subject to certain limitations. Section 145 of the Delaware General Corporation
Law also provides that a corporation has the power to purchase and maintain
insurance on behalf of its officers and directors against any liability asserted
against such person and incurred by him or her in such capacity, or arising out
of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
Section 145 of the Delaware General Corporation Law.
(b) Article VII, Section 1 of our Bylaws provides that we shall indemnify
our officers, directors, employees and agents to the full extent permitted by
the General Corporation Law of Delaware. The rights to indemnity thereunder
continue as to a person who has ceased to be a director, officer, employee or
agent and inure to the benefit of the heirs, executors and administrators of the
person. In addition, expenses incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding by
reason of the fact that he or she is or was our director or officer (or was
serving at our request as a director or officer of another corporation) shall be
paid by us in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by us as authorized by the relevant section of
the Delaware General Corporation Law.
(c) As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article VI, Section (A)2 of our Amended and Restated Certificate of
Incorporation provides that our directors shall not be personally liable for
monetary damages or breach of fiduciary duty as a director, except for liability
for (i) any breach of the director's duty of loyalty to us or our stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unlawful payment of dividends or unlawful
stock purchases or redemptions under Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which the director derived any
improper personal benefit.
(d) Pursuant to authorization provided under the Amended and Restated
Certificate of Incorporation, we have entered into indemnification agreements
with each of our present and certain of our former directors. We have also
entered into similar agreements with certain of our executive officers who are
not directors. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware and California law as it may be amended
from time to time. Moreover, the indemnification agreements provide for certain
additional indemnification.
(e) We now have in effect directors and officers liability insurance which
insures our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
ITEM 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
-------------- -------
4.1 Instruments defining the rights of stockholders. Reference is
made to our Form 8-A registration statement filed on November
21, 1994 (incorporated into this registration statement by
reference), our Form 8-A registration statement filed on
September 30, 1996, as amended on November 10, 1998 and
December 24, 1998 (incorporated into this registration
statement by reference), the Amended and Restated Certificate
of Incorporation (incorporated into this registration statement
by reference to Exhibit 3.2 to our Form S-4 registration
statement filed on July 9, 1998) and the Bylaws (incorporated
into this registration statement by reference to Exhibit 3.3 of
our Form S-4 registration statement, filed on July 9, 1998).
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney. Reference is made to page II-5 of this
registration statement.
99.1 1992 Stock Option/Stock Issuance Plan (as amended
May 25, 2001).
99.2 Form of Stock Option Agreement.
99.3 Form of Stock Issuance Agreement. Reference is made to Exhibit
10.3 to our Form S-1 registration statement, filed on
April 16, 1992, which is incorporated into this registration
statement by reference.
99.4 1992 Employee Stock Purchase Plan (as amended May 25, 2001).
99.5 Form of Stock Purchase Agreement. Reference is made to
Exhibit 10.13 to our Form S-1 registration statement, filed
on April 16, 1992, which is incorporated into this
registration statement by reference.
II-3
ITEM 9. UNDERTAKINGS
(a) A. The undersigned registrant hereby undertakes: (1) that for the
purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be 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
(2) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of our annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
that is incorporated by reference into 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; 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 may be permitted to directors, officers, or 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 SEC
such indemnification is against public policy as expressed in the Securities
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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 30th day of
July, 2001.
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/ DAVID E. ROBINSON
------------------------------
David E. Robinson
President and Chief Executive Officer
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, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ DAVID E. ROBINSON President, Chief Executive
Officer and Director July 30, 2001
--------------------------- (Principal Executive Officer)
David E. Robinson
/S/ PAUL V. MAIER Senior Vice President and
Chief Executive Officer July 30, 2001
--------------------------- (Principal Financial and
Paul V. Maier Accounting Officer)
/S/ HENRY F. BLISSENBACH Director July 30, 2001
---------------------------
Henry F. Blissenbach
/S/ ALEXANDER D. CROSS Director July 30, 2001
---------------------------
Alexander D. Cross
/S/ MICHAEL A. ROCCA Director July 30, 2001
---------------------------
Michael A. Rocca
/S/ JOHN GROOM Director July 30, 2001
---------------------------
John Groom
/S/ IRVING S. JOHNSON Director July 30, 2001
---------------------------
Irving S. Johnson
/S/ CARL C. PECK Director July 30, 2001
---------------------------
Carl C. Peck
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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 is
made to our Form 8-A registration statement filed on November
21, 1994 (incorporated into this registration statement by
reference), our Form 8-A registration statement filed on
September 30, 1996, as amended on November 10, 1998 and
December 24, 1998 (incorporated into this registration
statement by reference), the Amended and Restated Certificate
of Incorporation (incorporated into this registration statement
by reference to Exhibit 3.2 to our Form S-4 registration
statement filed on July 9, 1998) and the Bylaws (incorporated
into this registration statement by reference to Exhibit 3.3 of
our Form S-4 registration statement, filed on July 9, 1998).
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney. Reference is made to page II-5 of this
registration statement.
99.1 1992 Stock Option/Stock Issuance Plan (as amended
May 25, 2001).
99.2 Form of Stock Option Agreement.
99.3 Form of Stock Issuance Agreement. Reference is made to
Exhibit 10.3 to our Form S-1 registration statement, filed on
April 16, 1992, which is incorporated into this registration
statement by reference.
99.4 1992 Employee Stock Purchase Plan (as amended May 25, 2001).
99.5 Form of Stock Purchase Agreement. Reference is made to
Exhibit 10.13 to our Form S-1 registration statement, filed on
April 16, 1992, which is incorporated into this registration
statement by reference.