-----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, V8ycOy2X7qQTDKBezBZXFpH4sWu1k89fz/sdrnTcxIKPgHl/kRWBuZm75rFKJb6X xHMEqebycynmwohL7l3iGA== 0000886163-02-000021.txt : 20021121 0000886163-02-000021.hdr.sgml : 20021121 20021121114344 ACCESSION NUMBER: 0000886163-02-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021121 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20720 FILM NUMBER: 02835688 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 8-K 1 ligand1121028k.txt LIGAND 11/21/02 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2002 LIGAND PHARMACEUTICALS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-20720 (Commission File Number) 10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA (Address of principal executive offices) (858) 550-7500 (Registrant's telephone number, including area code) 77-0160744 (I.R.S. Employer Identification No.) 92121-1117 (Zip Code) Item 5. Other Events Attached hereto are the press releases issued by the registrant on November 21, 2002. Item 7. Exhibits
EXHIBIT NUMBER DESCRIPTION 99.1 Press Release of the Company dated November 21, 2002
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned. LIGAND PHARMACEUTICALS INCORPORATED Date : November 21, 2002 By: /S/WARNER BROADDUS Name: Warner Broaddus Title: Vice President, General Counsel & Secretary EX-99 3 ex99-1.txt EX. 99.1 - 11/21/02 PRESS RELEASE Exhibit 99.1 Contact: Paul V. Maier Senior Vice President and Chief Financial Officer (858) 550-7573 LIGAND ANNOUNCES PRICING OF $135 MILLION OF CONVERTIBLE SUBORDINATED NOTES SAN DIEGO, CA - NOVEMBER 21, 2002 - Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) announced today the pricing of a private placement of $135 million of its 6% convertible subordinated notes due November 16, 2007. The offering is expected to close on November 26, 2002. The notes are convertible into shares of Ligand common stock at a price of $6.17 per share, which represents a 22% premium to the closing bid price of $5.06 on November 20, 2002. Ligand also has granted the initial purchaser an option to acquire, within 30 days, an additional $20.25 million of notes. Ligand intends to use the net proceeds of this offering to fund the restructuring of its AVINZA relationship with Elan Corporation plc, to repurchase shares of the company's common stock from Elan, and to acquire government securities that Ligand is required to pledge as security for the notes for the first two years. Ligand also plans to use the proceeds, to the extent available, for general corporate purposes. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. These securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. ABOUT LIGAND Ligand discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, skin diseases, men's and women's hormone-related diseases, osteoporosis, metabolic disorders, and cardiovascular and inflammatory diseases. Ligand's proprietary drug discovery and development programs are based on its leadership position in gene transcription technology, primarily related to Intracellular Receptors (IRs) and Signal Transducers and Activators of Transcription (STATs). CAUTION REGARDING FORWARD-LOOKING STATEMENTS This news release contains certain forward-looking statements by Ligand that involve risks and uncertainties and reflect the company's judgment as of the date of this release. These statements include those related to completion of the notes offering and the exercise of any over-allotment, the proposed restructuring of the AVINZA relationship with Elan, and the repurchase of Ligand stock from Elan. Actual events or results may differ from the company's expectations. There can be no assurance that Ligand will complete the notes offering, that the over-allotment will be exercised or completed, nor that the restructuring or stock repurchase will be completed. Additional information concerning these and other risk factors affecting Ligand's businesses can be found in prior press releases as well as in Ligand's public periodic filings with the Securities and Exchange Commission, available via the company's internet site at www.ligand.com. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----