As filed with the Securities and Exchange Commission on June 23, 2003
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
77-0160744
(IRS Employer Identification No.)
10275 SCIENCE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
2002 STOCK INCENTIVE PLAN
2002 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
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
be Registered Registered (1) Price Per Share Offering Price Registration Fee
------------------------- ---------------------- ---------------------------- ---------------------------- ---------------------
2002 STOCK INCENTIVE 750,000 $13.60 (2) $10,200,000 (2) $ 825.18
PLAN Common Stock, par
value $0.001
2002 EMPLOYEE STOCK 400,000 $13.60 (2) $ 5,440,000 (2) $ 440.10
PURCHASE PLAN Common
Stock, par value $0.001
Aggregate Amount of $1,265.68
Registration Fee
(1) This registration statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the 2002 Stock
Incentive Plan and the 2002 Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without our receipt of consideration 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 high and low selling prices per share of Registrant's Common Stock
on June 19, 2003, 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 file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0300 for further information on the public
reference room. Our SEC filings are also available to the public at the SEC's
website at http://www.sec.gov.
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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,
2002, filed on March 21, 2003;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed on May 5, 2003;
(c) Our Current Reports on Form 8-K, filed on April 2, 2003, April 24,
2003, and May 15, 2003;
(d) The description of our common stock contained in our registration
statement on Form 8-A, filed on November 21, 1994, including any
amendments or reports filed for the purpose of updating such
descriptions;
(e) The description of the preferred stock purchase rights of our common
stock contained in our registration statement on Form 8-A, filed on
September 30, 1996, including any amendments or reports filed for the
purpose of updating such descriptions.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Ligand Pharmaceuticals Incorporated
Attn: Investor Relations
10275 Science Center Road
San Diego, California 92121-1117
(858) 550-7500
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS REGISTRATION STATEMENT OR ANY RELATED
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
An opinion passing upon the validity of the shares of common stock
registered under this registration statement has been given to us by Clifford
Chance US LLP, San Diego, California.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, we have broad
powers to indemnify our directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act.
Our amended and restated certificate of incorporation provides for the
indemnification of all persons to the fullest extent permissible under Delaware
law.
Our amended and restated by-laws provide for the indemnification of
officers, directors and third parties acting on our behalf if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
our best interest, and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful.
We maintain directors and officers insurance providing indemnification for
our directors and certain of our officers for certain liabilities.
We also entered into indemnification agreements between us and our
directors and officers, which may be sufficiently broad to permit
indemnification of our officers and directors for liabilities arising under the
Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Instruments defining the rights of stockholders. Reference to our
registration statement on Form 8-A filed on November 21, 1994
(incorporated into this registration statement by reference), our
Amended and Restated Certificate of Incorporation (incorporated into
this registration statement by reference to Exhibit 3.1 to our
registration statement on Form S-4 filed on July 9, 1998), our Bylaws
(incorporated into this registration statement by reference to Exhibit
3.3 of our registration statement on Form S-4 filed on July 9, 1998),
our Amended Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock (incorporated
into this registration statement by reference to Exhibit 3.3 to our
quarterly report on Form 10-Q for the period ended March 31, 1999),
our registration statement on Form 8-A filed on September 30, 1996 and
our specimen stock certificate for shares of our common stock
(incorporated into this registration statement by reference to Exhibit
4.1 filed with our registration statement filed on April 16, 1992 as
amended), including any amendments or reports filed for the purposes
of updating such descriptions.
5.1 Opinion and Consent of Clifford Chance US LLP.
23.1 Consent of Clifford Chance US LLP (contained in Exhibit 5.1)
23.2 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 2002 Stock Incentive Plan (as amended June 20, 2003).
99.2 2002 Employee Stock Purchase Plan (as amended June 20, 2003).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes: to file, during
any period in which offers or sales are being made, a post-effective
amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in
this registration statement or any material change to such information
in this registration statement; PROVIDED, HOWEVER, (1) that clauses
(1)(i) and (1)(ii) do not apply if [if the registration statement is
on Form S-3, Form S-8 or Form F-3, and] the information required to be
included in a post-effective amendment by those clauses is contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this
registration statement; (2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold upon the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in 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 of 1934; 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.
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(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
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 Securities and Exchange
Commission such indemnification is against public policy as expressed
in the 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 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 23rd day of
June, 2003.
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, 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 and Chief Executive Officer June 23, 2003
------------------------------------------------ and Director (Principal Executive
David E. Robinson Officer)
/S/PAUL V. MAIER Vice President, Chief Financial Officer, June 23, 2003
------------------------------------------------ (Principal Financial and Accounting Officer)
Paul V. Maier
/S/HENRY F. BLISSENBACH Director June 23, 2003
------------------------------------------------
Henry F. Blissenbach
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/S/ALEXANDER D. CROSS Director June 23, 2003
------------------------------------------------
Alexander D. Cross
/S/JOHN GROOM Director June 23, 2003
------------------------------------------------
John Groom
/S/IRVING S. JOHNSON Director June 23, 2003
------------------------------------------------
Irving S. Johnson
/S/JOHN W. KOZARICH Director June 23, 2003
------------------------------------------------
John W. Kozarich
/S/CARL C. PECK Director June 23, 2003
------------------------------------------------
Carl C. Peck
/S/MICHAEL A. ROCCA Director June 23, 2003
------------------------------------------------
Michael A. Rocca
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 to our
registration statement on Form 8-A filed on November 21, 1994
(incorporated into this registration statement by reference), our
Amended and Restated Certificate of Incorporation (incorporated into
this registration statement by reference to Exhibit 3.1 to our
registration statement on Form S-4 filed on July 9, 1998), our Bylaws
(incorporated into this registration statement by reference to Exhibit
3.3 of our registration statement on Form S-4 filed on July 9, 1998),
our Amended Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock (incorporated
into this registration statement by reference to Exhibit 3.3 to our
quarterly report on Form 10-Q for the period ended March 31, 1999),
our registration statement on Form 8-A filed on September 30, 1996 and
our specimen stock certificate for shares of our common stock
(incorporated into this registration statement by reference to Exhibit
4.1 filed with our registration statement filed on April 16, 1992 as
amended), including any amendments or reports filed for the purposes
of updating such descriptions.
5.1 Opinion and Consent of Clifford Chance US LLP.
23.1 Consent of Clifford Chance US LLP (contained in Exhibit 5.1)
23.2 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 2002 Stock Incentive Plan (as amended June 20, 2003).
99.2 2002 Employee Stock Purchase Plan (as amended June 20, 2003).