1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
MARK ONE
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD COMMISSION FILE NUMBER: 0-20720
FROM ______ TO _______.
LIGAND PHARMACEUTICALS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0160744
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10275 SCIENCE CENTER DRIVE 92121-1117
SAN DIEGO, CA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 550-7500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
WARRANTS TO PURCHASE ONE SHARE OF COMMON STOCK, $.001 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates as of February 28, 1998 was $488,205,375. For purposes of this
calculation, shares of Common Stock held by directors, officers and 5%
stockholders known to Registrant have been deemed to be owned by affiliates
which should not be construed to indicate that any such person possesses the
power, direct or indirect, to direct or cause the direction of the management or
policies of the Registrant or that such person is controlled by or under common
control with the Registrant.
As of February 28, 1998 the registrant had 38,594,979 shares of Common Stock
outstanding.
2
EXPLANATORY NOTE
This Annual Report on Form 10-K/A for the fiscal year ended December 31,
1997 is being filed solely to refile a new version of Exhibits 10.169 and 10.172
hereto (pursuant to a confidential treatment request filed with the Securities
and Exchange Commission (the "Commission")) and to amend the list of Exhibits
and the Exhibit Index included herein relating thereto. The 10-K/A constitutes
Amendment No. 1 to Ligand Pharmaceuticals Incorporated's Annual report on Form
10-K for the fiscal year ended December 31, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
-------- -----------
# 2.1 Agreement of Merger, dated February 7, 1995 by and
among Ligand Pharmaceuticals Incorporated, LG
Acquisition Corp. and Glycomed Incorporated (other
Exhibits omitted, but will be filed by the Company with
the Commission upon request).
# 2.2 Form of Plan of Merger.
# 3.2 Amended and Restated Certificate of Incorporation of
the Company.
& 3.3 Bylaws of the Company, as amended.
X 3.4 Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock of
Ligand Pharmaceuticals Incorporated. (Exhibit 3.1).
* 4.1 Specimen stock certificate for shares of Common Stock
of the Company.
# 10.1 The Company's 1992 Stock Option/Stock Issuance Plan, as
amended.
* 10.2 Form of Stock Option Agreement.
* 10.3 Form of Stock Issuance Agreement.
* 10.7 The Company's 1988 Stock Option Plan, as amended.
* 10.8 Form of Incentive Stock Option Agreement (Installment
Vesting).
* 10.9 Form of Non-Qualified Stock Option Agreement
(Installment Vesting).
* 10.10 Form of Consultant Non-Qualified Stock Option Agreement
(Immediate Vesting).
* 10.12 1992 Employee Stock Purchase Plan.
* 10.13 Form of Stock Purchase Agreement.
* 10.29 Consulting Agreement, dated October 20, 1988, between
the Company and Dr. Ronald M. Evans, as amended by
Amendment to Consulting Agreement, dated August 1,
1991, and Second Amendment to Consulting Agreement,
dated March 6, 1992.
* 10.30 Form of Proprietary Information and Inventions
Agreement. Research and License.
* 10.31 Agreement, dated March 9, 1992, between the Company and
Baylor College of Medicine (with certain confidential
portions omitted).
* 10.33 License Agreement, dated November 14, 1991, between the
Company and Rockefeller University (with certain
confidential portions omitted).
* 10.34 License Agreement and Bailment, dated July 22, 1991,
between the Company and the Regents of the University
of California (with certain confidential portions
omitted).
* 10.35 Agreement, dated May 1, 1991, between the Company and
Pfizer Inc (with certain confidential portions
omitted).
* 10.36 License Agreement, dated July 3, 1990, between the
Company and the Brigham and Woman's Hospital, Inc.
(with certain confidential portions omitted).
* 10.37 Compound Evaluation Agreement, dated May 17, 1990,
between the Company and SRI International (with certain
confidential portions omitted).
* 10.38 License Agreement, dated January 5, 1990, between the
Company and the University of North Carolina at Chapel
Hill (with certain confidential portions omitted).
* 10.40 License Agreement, dated January 4, 1990, between the
Company and Baylor College of Medicine (with certain
confidential portions omitted).
* 10.41 License Agreement, dated October 1, 1989, between the
Company and Institute Pasteur (with certain
confidential portions omitted).
* 10.42 Sublicense Agreement, dated September 13, 1989, between
the Company and AndroBio Corporation (with certain
confidential portions omitted).
3
EXHIBIT
NO. DESCRIPTION
-------- -----------
* 10.43 License Agreement, dated June 23, 1989, between the
Company and La Jolla Cancer Research Foundation (with
certain confidential portions omitted).
* 10.44 License Agreement, dated October 20, 1988, between the
Company and the Institute for Biological Studies, as
amended by Amendment to License Agreement dated
September 15, 1989, Second Amendment to License
Agreement, dated December 1, 1989 and Third Amendment
to License Agreement dated October 20, 1990 (with
certain confidential portions omitted).
* 10.45 Agreement dated June 12, 1989, between the Company and
the Regents of the University of California.
* 10.46 Form of Indemnification Agreement between the Company
and each of its directors.
* 10.47 Form of Indemnification Agreement between the Company
and each of its officers.
* 10.50 Consulting Agreement, dated October 1, 1991, between
the Company and Dr. Bert W. O'Malley.
* 10.53 Stock And Warrant Purchase Agreement, Dated June 30,
1992 Between The Company And Allergan, Inc. And
Allergan Pharmaceuticals (Ireland) Ltd., Inc.
* 10.58 Stock Purchase Agreement, dated September 9, 1992,
between the Company and Glaxo, Inc.
* 10.59 Research and Development Agreement, dated September 9,
1992, between the Company and Glaxo, Inc. (with certain
confidential portions omitted).
* 10.60 Stock Transfer Agreement, dated September 30, 1992,
between the Company and the Rockefeller University.
* 10.61 Stock Transfer Agreement, dated September 30, 1992,
between the Company and New York University.
* 10.62 License Agreement, dated September 30, 1992, between
the Company and the Rockefeller University (with
certain confidential portions omitted).
* 10.63 Professional Services Agreement, dated September 30,
1992, between the Company and Dr. James E. Darnell.
* 10.64 Letter Agreement, dated August 24, 1992, between the
Company and Dr. Howard T. Holden.
* 10.65 Letter Agreement, dated August 20, 1992, between the
Company and Dr. George Gill.
* 10.66 Letter Agreement, dated September 3, 1992, between the
Company and Dr. Lloyd E. Flanders.
* 10.67 Letter Agreement, dated September 11, 1992, between the
Company and Mr. Paul Maier.
!! 10.69 Form of Automatic Grant Option Agreement.
** 10.73 Supplementary Agreement, dated October 1, 1993, between
the Company and Pfizer, Inc. to Agreement, dated May 1,
1991.
! 10.76 Amended Registration Rights Agreement, dated June 24,
1994, between the Company and the individuals listed on
attached Schedule A, as amended (Exhibit 4.1).
! 10.77 First Addendum to Amended Registration Rights
Agreement, dated July 6, 1994, between Company and
Abbott Laboratories. (Exhibit 4.2).
*** 10.78 Research, Development and License Agreement, dated July
6, 1994, between the Company and Abbott Laboratories
(with certain confidential portions omitted). (Exhibit
10.75).
*** 10.79 Stock and Note Purchase Agreement, dated September 2,
1994, between the Company and American Home Products
Corporation (with certain confidential portions
omitted).
*** 10.80 Unsecured Convertible Promissory Note dated September
2, 1994, in the face amount of $10,000,000 executed by
the Company in favor of American Home Products
Corporation (with certain confidential portions
omitted). (Exhibit 10.78).
*** 10.81 Second Addendum to Amended Registration Rights
Agreement, dated September 2, 1994, between the Company
and American Home Products Corporation.
*** 10.82 Research, Development and License Agreement, dated
September 2, 1994, between the Company and American
Home Products Corporation, as represented by its
Wyeth-Ayerst Research Division (with certain
confidential portions omitted). (Exhibit 10.77).
*** 10.83 Option Agreement, dated September 2, 1994, between the
Company and American Home Products Corporation, as
represented by its Wyeth-Ayerst Research Division (with
certain confidential portions omitted). (Exhibit
10.80).
*** 10.84 Distribution and Marketing Agreement, dated September
16, 1994, between the Company and Cetus Oncology
Corporation, a wholly owned subsidiary of the Chiron
Corporation (with certain confidential portions
omitted). (Exhibit 10.82).
& 10.93 Indemnity Agreement, dated June 3, 1995, between the
Company, Allergan, Inc. and Allergan Ligand Retinoid
Therapeutics, Inc.
4
EXHIBIT
NO. DESCRIPTION
-------- -----------
& 10.94 Tax Allocation Agreement, dated June 3, 1995, between
the Company, Allergan, Inc. and Allergan Ligand
Retinoid Therapeutics, Inc.
& 10.95 Stock Purchase Agreement, dated June 3, 1995, between
the Company, Allergan, Inc. and Allergan
Pharmaceuticals (Ireland), Ltd.
& 10.97 Research, Development and License Agreement, dated
December 29, 1994, between SmithKline Beecham
Corporation and the Company (with certain confidential
portions omitted).
& 10.98 Stock and Note Purchase Agreement, dated February 2,
1995, between SmithKline Beecham Corporation, S.R. One
Limited and the Company (with certain confidential
portions omitted).
& 10.99 Third Addendum to Amended Registration Rights
Agreement, dated February 3, 1995, between S. R. One,
Limited and the Company.
# 10.100 PHOTOFRIN(R) Distribution Agreement, dated March 8,
1995, between the Company and Quadra Logic Technologies
Inc. (with certain confidential portions omitted).
10.119(1) Option and Development Agreement, dated August 15,
1990, between Glycomed and Dr. Richard E. Galardy and
Dr. Damian Grobelny with exhibit thereto (with certain
portions omitted). (Exhibit 10 10.20).
10.120(1) Option and Development Agreement, dated November 27,
1989, between Glycomed and the President and Fellows of
Harvard College with appendices thereto (with certain
confidential portions omitted). (Exhibit 10.21)
10.121(1) Option and Development Agreement, dated January 1,
1991, between Glycomed and UAB Research Foundation with
exhibits thereto (with certain confidential portions
omitted). (Exhibit 10.22).
10.122(1) Joint Venture Agreement, dated December 18, 1990, among
Glycomed, Glyko, Inc., Millipore Corporation,
Astroscan, Ltd., Astromed, Ltd., Gwynn R. Williams and
John Klock, M.D., with exhibits thereto (with certain
confidential portions omitted). (Exhibit 10.23).
10.127(2) Research and License Agreement, dated April 29, 1992,
between Glycomed and the Alberta Research Council with
Appendix thereto (with certain confidential portions
omitted). (Exhibit 10.28).
10.130(3) Amendment to Research and License Agreement, dated July
12, 1993, (confidential portions omitted). (Exhibit
10.32).
10.131(4) Amendments to Research and License Agreement, dated
October 22, 1993, December 16, 19 and May 9, 1994
between Glycomed and the Alberta Research Council (with
certain confidential portions omitted). (Exhibit
10.33).
10.132(4) License Agreement, dated February 14, 1994 between
Glycomed and Sankyo Company, Ltd., for the Far East
marketing rights of ophthalmic indications of
Galardin(TM) MPI and analogs (with certain confidential
portions omitted). (Exhibit 10.34).
10.133(4) Collaborative Technology Research and Development
Agreement between Glycomed and Sankyo Company, Ltd.,
dated June 27, 1994 (with certain confidential portions
omitted). (Exhibit 10.35).
10.136(5) Amendment to Research and License Agreement, dated
September 22, 1994 between Glycomed and Alberta
Research Council (with certain confidential portions
omitted). (Exhibit 10.38).
# 10.137 First Supplemental Indenture among the Company,
Glycomed and Chemical Trust Company of California,
Trustee. (Exhibit 10.133).
%% 10.140 Promissory Notes, General Security Agreements and a
Credit Terms and Conditions letter dated March 31,
1995, between the Company and Imperial Bank (Exhibit
10.101).
- -- 10.142 Stock Purchase Agreement, dated June 27, 1995, between
the Company and Sankyo Company, Ltd.
- -- 10.143 Fifth Addendum to Amended Registration Rights
Agreement, dated September 11, 1995 between the Company
and Sankyo Company Limited.
- -- 10.144 Stock Purchase Agreement, dated August 28, 1995,
between the Company and Abbott Laboratories.
- -- 10.145 Sixth Addendum to Amended Registration Rights
Agreement, dated August 31, 1995, between the Company
and Abbott Laboratories.
- -- 10.146 Amendment to Research and Development Agreement, dated
January 16, 1996, between the Company and American Home
Products Corporation, as amended.
5
EXHIBIT
NO. DESCRIPTION
-------- -----------
- -- 10.147 Amendment to Stock Purchase Agreement, dated January
16, 1996, between the Company and American Home
Products Corporation.
- -- 10.148 Lease, dated July 6, 1994, between the Company and
Chevron/Nexus partnership, First Amendment to lease
dated July 6, 1994.
X 10.149 Successor Employment Agreement, signed May 1, 1996,
between the Company and David E. Robinson.
x 10.150(6) Master Lease Agreement, signed May 30, 1996, between
the Company and USL Capital Corporation.
x 10.151 Settlement Agreement and Mutual Release of all Claims,
signed April 20, 1996, between the Company and Pfizer,
Inc. (with certain confidential portions omitted).
x 10.152 Letter Amendment to Abbott Agreement, dated March 14,
1996, between the Company and Abbott Laboratories (with
certain confidential portions omitted).
Xx 10.153 Letter Agreement, dated August 8, 1996, between the
Company and Dr. Andres Negro-Vilar.
## 10.154 Preferred Shares Rights Agreement, dated as of
September 13, 1996, by and between Ligand
Pharmaceuticals Incorporated and Wells Fargo Bank, N.A.
(Exhibit 10.1).
10.155(6) Letter Agreement, dated November 4, 1996, between the
Company and William Pettit.
10.156(6) Letter Agreement, dated February 6, 1997, between the
Company and Russell L. Allen.
10.157(6) Master Lease Agreement, signed February 13, 1997,
between the Company and Lease Management Services.
10.158(6) Lease, dated March 7, 1997, between the Company and
Nexus Equity VI LLC.
10.159(6) Eighth Addendum to amended registration rights
agreement, dated June 24, 1994, as amended between
Ligand Pharmaceuticals and S.R. One, Limited and is
effective as of February 10, 1997.
10.160(6) Seventh Addendum to amended registration rights
agreement, dated June 24, 1994, as amended between
Ligand Pharmaceuticals and S.R. One, Limited and is
effective as of November 10, 1995.
10.161(7) Settlement Agreement, License and Mutual General
Release between Ligand Pharmaceuticals and SRI/LJCRF,
dated August 23, 1995 (with certain confidential
portions omitted).
10.162(8) Limited Extension of Collaborative Technology Research,
Option and Development Agreement between Ligand
Pharmaceuticals and Sankyo Company Limited, dated June
24, 1997.
10.163(8) Extension of Master Lease Agreement between Lease
Management Services and Ligand Pharmaceuticals dated
July 29, 1997.
10.164(9) Third Amendment to Agreement, dated September 2, 1997,
between the Company and American Home Products
Corporation.
10.165(10) Amended and Restated Technology Cross License
Agreement, dated September 24, 1997, among the Company,
Allergan, Inc. and Allergan Ligand Retinoid
Therapeutics, Inc.
10.166(10) Transition Agreement, dated September 24, 1997, among
the Company, Allergan, Inc. and Allergan Ligand
Retinoid Therapeutics, Inc.
10.167(10) Development and License Agreement, dated November 25,
1997, between the Company and Eli Lilly and Company
(with certain confidential portions omitted).
10.168(10) Collaboration Agreement, dated November 25, 1997, among
the Company, Eli Lilly and Company, and Allergan Ligand
Retinoid Therapeutics, Inc. (with certain confidential
portions omitted).
10.169(11) Option and Wholesale Purchase Agreement, dated November
25, 1997, between the Company and Eli Lilly and Company
(with certain confidential portions omitted).
10.170(10) Stock Purchase Agreement, dated November 25, 1997,
between the Company and Eli Lilly and Company.
10.171(10) First Amendment to Option and Wholesale Purchase
Agreement dated February 23, 1998, between the Company
and Eli Lilly and Company.
10.172(11) Second Amendment to Option and Wholesale Purchase
Agreement, dated March 16, 1998, between the Company
and Eli Lilly and Company (with certain confidential
portions omitted).
21.1(10) Subsidiaries of Registrant.
23.1(10) Consent of Ernst & Young LLP, Independent Auditors.
24.1(10) Power of Attorney.
27.1(10) Financial Data Schedule.
6
- ----------
* These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the same numbered exhibit filed with the
Company's Registration Statement on Form S-1 (No. 33-47257) filed on
April 16, 1992 as amended.
% These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the same numbered exhibit filed with the
Company's Annual Report on Form 10-K for the year ended December 31,
1992.
** These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the same numbered exhibit filed with the
Company's Annual Report on Form 10-K for the year ended December 31,
1993.
*** These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the same numbered exhibit (except as
otherwise noted) filed with the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1994.
! These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the exhibit filed with the Company's
Form 8-K, filed on July 14, 1994.
!! This exhibit was previously filed as part of, and is hereby
incorporated by reference to Exhibit 99.1 filed with the Company's
Form S-8 (No. 33-85366), filed on October 17, 1994.
& These exhibits were previously filed as part of, and are hereby
incorporated by reference to, the same numbered exhibit filed with the
Registration Statement on Form S-1/S-3 (No.
33-87598 and 33-87600) filed on December 20, 1994, as amended.
# These exhibits were previously filed as part of, and are hereby
incorporated by reference to the numbered exhibit filed with the
Registration Statement on Form S-4 (No. 33-90160) filed on March 9,
1995, as amended.
%% This exhibit was previously filed as part of, and are hereby
incorporated by reference to the same numbered exhibit filed with the
Company's Quarterly report on Form 10-Q for the period ended September
30, 1995.
- -- These exhibits were filed previously, and are hereby incorporated by
reference to the same numbered exhibit filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
x These exhibits were previously filed as part of, and are hereby
incorporated by reference to the same numbered exhibit filed with the
Company's Quarterly report on Form 10-Q for the period ended June 30,
1996.
Xx This exhibit was previously filed as part of, and are hereby
incorporated by reference at the same numbered exhibit filed with the
Company's Quarterly report on Form 10-Q for the period ended September
30, 1996.
## These exhibits were previously filed as part of, and are hereby
incorporated by reference, the same numbered exhibit filed with the
Company's Registration Statement on Form S-3 (No. 333-12603) filed on
September 25, 1996, as amended.
(1) Filed as an exhibit to Glycomed's Registration Statement on Form S-1
(No. 33-39961) filed on or amendments thereto and incorporated herein
by reference.
(2) Filed as an exhibit to Glycomed's Annual Report on Form 10-K (File No.
0-19161) filed on September 25, 1992 and incorporated herein by
reference.
(3) Filed as an exhibit to Glycomed's Annual Report on Form 10-K (File No.
0-19161) filed on September 13, 1993 and incorporated herein by
reference.
(4) Filed as an amendment to Glycomed's Annual Report on Form 10-K (File
No. 0-19161) filed on September 27, 1994 and incorporated herein by
reference.
(5) Filed as an exhibit to Glycomed's Quarterly Report on Form 10-Q (File
No. 0-19161) filed on February 10, 1995 and incorporated herein by
reference.
(6) This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with the
Company's Annual Report on Form 10-K for the period ended December 31,
1996.
(7) This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with the
Company's Quarterly Report on Form 10-Q for the period ended March 31,
1997.
(8) This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same same numbered exhibit filed with
the Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997.
7
(9) This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
(10) This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with
the Company's Annual Report on Form 10-K for the period ended
December 31, 1997.
(11) Refiled herewith after confidential treatment requested with respect
to certain portions of this exhibit was denied by the Commission.
Confidential treatment with respect to certain portions of this
exhibit was granted.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LIGAND PHARMACEUTICALS
INCORPORATED
By: /s/ DAVID E. ROBINSON
------------------------------------------
David E. Robinson,
President and Chief Executive Officer
Date: November 24, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID E. ROBINSON Chairman of the Board, President, November 24, 1998
- ------------------------------------------------- Chief Executive Officer and Director
David E. Robinson (Principal Executive Officer)
/s/ PAUL V. MAIER Senior Vice President, Chief November 24, 1998
- ------------------------------------------------- Financial Officer and Treasurer
Paul V. Maier (Principal Financial and
Accounting Officer)
- ------------------------------------------------- Director
Henry F. Blissenbach
* Director November 24, 1998
- -------------------------------------------------
Alexander D. Cross
* Director November 24, 1998
- -------------------------------------------------
John Groom
* Director November 24, 1998
- -------------------------------------------------
Irving S. Johnson
* Director November 24, 1998
- -------------------------------------------------
Carl C. Peck
* Director November 24, 1998
- -------------------------------------------------
Victoria R. Fash
* By: /s/ DAVID E. ROBINSON
-------------------------------------------
David E. Robinson
Attorney-In-Fact