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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 000-20720 770160744
(State of incorporation or (Commission (IRS Employer
organization) File Number) Identification No.)
10275 Science Center Drive, San Diego, California, 92121-1117
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 535-3900
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
(TITLE OF CLASS)
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On December 23, 1998, Ligand Pharmaceuticals Incorporated (the
"Company") amended its Rights Agreement, dated September 13, 1996, and
subsequently amended on November 10, 1998 (the "Rights Plan"), to eliminate
those provisions that require that certain actions may only be taken by
"Continuing Directors," as well as to update certain other provisions, all as
set forth on Exhibit 1 attached hereto. This Amendment to the Rights Plan was
made in response to the Delaware Court of Chancery's recent decision in Carmody
v. Toll Brothers, Inc. In the view of the Company's Board of Directors, based on
advice of counsel, the Toll Brothers decision has cast doubt on the legality
under Delaware law of "Continuing Directors" provisions, also referred to as
"dead-hand" provisions, in many existing shareholder rights plans. Although the
opinion related to the denial of a motion to dismiss an action challenging the
"Continuing Directors" provision and not an opinion addressing the actual
validity of the provision under Delaware law, the Delaware court stated that a
"Continuing Directors" provision was open to challenge under Delaware law on
both statutory and fiduciary grounds. A "Continuing Directors" provision
provides that outstanding rights can only be redeemed by "continuing directors,"
which is generally defined to mean directors who were members of the board at
the time the Rights Agreement was adopted and any other person who subsequently
becomes a member of the board if such person's nomination for election to the
board was recommended or approved by a majority of the continuing directors.
While the Company's Rights Plan differs in significant respects from the plan
considered in the Toll Brothers case, particularly as regards to the "Continuing
Directors" provisions thereof, the Board of Directors believes the disputed
validity of these provisions under the Toll Brothers opinion warrants action to
amend the Rights Plan. The Form of Second Amendment to the Rights Agreement is
attached hereto as Exhibit 1 and is incorporated by reference herein.
Item 2. Exhibits.
1. Form of Second Amendment to the Company's Rights Plan.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LIGAND PHARMACEUTICALS INCORPORATED
DATE: December 23, 1998 By: /s/ DAVID E. ROBINSON
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Name: David E. Robinson
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT DOCUMENT DESCRIPTION
NUMBER --------------------
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1. Form of Second Amendment to the Company's Rights Plan.
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