-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JStbbc9LwtNXYemUbc/taDcSbe9buPvMe3hd3eCmh8j0InGfD8ZWqKTpz3HKHuK7 wNiSBJG2Ml3RU7ccINv8Cg== 0000931921-04-000010.txt : 20040213 0000931921-04-000010.hdr.sgml : 20040213 20040213163738 ACCESSION NUMBER: 0000931921-04-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43329 FILM NUMBER: 04599686 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 8585507500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL CORP CENTRAL INDEX KEY: 0000931921 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O HIGHBRIDGE CAPITAL CORPORATION STREET 2: P O BOX 30554 SEVEN MILES BEACH CITY: GRAND CAYMAN ISLANDS STATE: E9 BUSINESS PHONE: 3459451400 MAIL ADDRESS: STREET 1: HIGHBRIDGE CAPITAL CORPORATION STREET 2: P.O. BOX 30554, SEVEN MILE BEACH CITY: GRAND CAYMAN STATE: E9 SC 13G 1 lgnd-i.txt LIGAND PHARMACEUTICALS INCORPORATED - COMMON STOCK UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* LIGAND PHARMACEUTICALS INCORPORATED - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 53220KAB4 --------------------------- (CUSIP Number) December 31, 2003 ----------------------------------------------------- Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------- CUSIP NO. 53220KAB4 - -------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highbridge International LLC - not applicable - -------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - -------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- 6. SHARED VOTING POWER SHARES $155,250,000 aggregate principal amount of 6% Convertible BENEFICIALLY Subordinated Notes (the "Notes") due November 16, 2007 (convertible into 25,149,025 shares of the issuer's common OWNED BY stock). /1/ EACH ----------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 8. SHARED DISPOSITIVE POWER See Row 6 above. - -------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. - -------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.11% as of the date of this Statement. (Based on 73,088,843 shares of Common Stock outstanding as of October 31, 2003, plus the Reporting Person's shares of Common Stock issuable upon the conversion of the Convertible Notes.) - -------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON OO - Limited Liability Company - -------------------------------------------------------------------------- /1/ See Footnote 1 in Item 4. - -------------------------------------------------------------------------- CUSIP NO. 53220KAB4 - -------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highbridge Capital Corporation - not applicable - -------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - -------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- 6. SHARED VOTING POWER SHARES $155,250,000 aggregate principal amount of 6% Convertible BENEFICIALLY Subordinated Notes (the "Notes") due November 16, 2007 (convertible into 25,149,025 shares of the issuer's common OWNED BY stock). /1/ EACH ----------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 8. SHARED DISPOSITIVE POWER See Row 6 above. - -------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. - -------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.11% as of the date of this Statement. (Based on 73,088,843 shares of Common Stock outstanding as of October 31, 2003, plus the Reporting Person's shares of Common Stock issuable upon the conversion of the Convertible Notes.) - -------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON BD - Broker Dealer - -------------------------------------------------------------------------- /1/ See Footnote 1 in Item 4. - -------------------------------------------------------------------------- CUSIP NO. 53220KAB4 - -------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highbridge Capital Management, LLC - 13-3993048 - -------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- 6. SHARED VOTING POWER SHARES $155,250,000 aggregate principal amount of 6% Convertible BENEFICIALLY Subordinated Notes (the "Notes") due November 16, 2007 (convertible into 25,149,025 shares of the issuer's common OWNED BY stock). /1/ EACH ----------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 8. SHARED DISPOSITIVE POWER See Row 6 above. - -------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. - -------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.11% as of the date of this Statement. (Based on 73,088,843 shares of Common Stock outstanding as of October 31, 2003, plus the Reporting Person's shares of Common Stock issuable upon the conversion of the Convertible Notes.) - -------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON OO - Limited Liability Company - -------------------------------------------------------------------------- /1/ See Footnote 1 in Item 4. Item 1. (a) Name of Issuer Ligand Pharmaceuticals Incorporated (b) Address of Issuer's Principal Executive Offices: 10275 Science Center Drive San Diego, California 92121-1117 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship This Schedule 13G (the "Schedule 13G") is being filed on behalf of each of the following persons (each, a "Reporting Person"): Highbridge International LLC The Cayman Corporate Centre, 4th Floor #7 Hospital Road Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Corporation The Cayman Corporate Centre, 4th Floor #7 Hospital Road Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware (d) Title of Class of Securities Common Stock, par value $0.001 per share (e) CUSIP Number 53220KAB4 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [X] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership (a) Amount Beneficially Owned $155,250,000 aggregate principal amount of 6% Convertible Subordinated Notes due November 16, 2007 (convertible into 25,149,025 shares of the issuer's common stock). /1/ (b) Percent of Class Approximately 5.11% as of the date of this Statement. (Based on 73,088,843 shares of Common Stock outstanding as of October 31, 2003, plus the Reporting Person's shares of Common Stock issuable upon the conversion of the Notes.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote See item (a) above. (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of See item (a) above. /1/ Highbridge International LLC is a wholly owned subsidiary of Highbridge Capital Corporation. Highbridge Capital Management, LLC is the trading manager of Highbridge Capital Corporation. Highbridge Capital Management, LLC is exempt from registration as an investment adviser. The persons at Highbridge Capital Management, LLC who actually exercise the power to dispose of and the power to vote the investments of Highbridge Capital Corporation are registered as registered representatives of Highbridge Capital Corporation, a registered broker/dealer. As of the date of this Schedule, the Notes reported herein by the Reporting Persons may acquire in the future through the conversion of the $155,250,000 aggregate principal amount of 6% Convertible Notes due November 16, 2007 of the Issuer, which may be converted by the Reporting Persons at any time prior to and including November 16, 2007 (the "Maturity Date") into 3,932,805 shares of the Issuer's common stock (the Notes are convertible into 161.9905 shares of common stock, par value $0.001 per share, per $1,000 principal amount of notes and subject to adjustment in certain circumstances). Based on the Issuer's latest Form 10Q filed on November 12, 2003, there were 73,088,843 shares of Common Stock outstanding as of October 31, 2003. Therefore, with the issuer's outstanding shares of Common Stock plus the Reporting Person's shares of Common Stock issuable upon the conversion of the Notes, the Reporting Persons may be deemed to beneficially own 5.11% of the outstanding shares of common stock of the Issuer. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Inapplicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2 above. Item 8. Identification and Classification of Members of the Group See Item 2 above. Item 9. Notice of Dissolution of Group Inapplicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 13th day of February, 2004 Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Director Exhibit Index ------------- Exhibit Description ------- ----------- 1 Joint Filing Agreement EX-1 3 exhbt1-i.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G filed on February 13, 2004 (including amendments thereto) with respect to the common stock of Ligand Pharmaceuticals Incorporated. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: February 13, 2004 Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Director -----END PRIVACY-ENHANCED MESSAGE-----