As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-_________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
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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
=================================================================================================================================
Amount Proposed Proposed Amount of
Title of Securities to be Maximum Offering Maximum Aggregate Registration
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE FEE
---------------- -------------- --------------- -------------- --------------
2002 STOCK INCENTIVE PLAN 6,825,529 shares (2) $ 13.81 $ 10,357,500 $ 952.89 (3)
Common Stock, par value $0.001
2002 EMPLOYEE STOCK 123,000 shares (4) $ 13.81 $ 1,035,750 $ 95.29 (5)
PURCHASE PLAN
Common Stock, par value $0.001
Aggregate Amount of Registration Fee $1,048.18
=================================================================================================================================
(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 and which results in an increase in the number of our
outstanding shares of Common Stock.
(2) 6,075,529 shares of the 6,825,529 shares of Common Stock subject to this
Registration Statement were transferred to the 2002 Stock Incentive Plan from
the Registrant's 1992 Stock Option/Stock Issuance Plan (the "1992 Option Plan").
Such shares were previously registered on Form S-8 Registration Statement No.
333-66256 filed on July 30, 2001, Form S-8 Registration Statement No. 333-43252
filed on August 8, 2000, Form S-8 Registration Statement No. 333-79447 filed on
May 27, 1999, Form S-8 Registration Statement No. 333-69919 filed on December
30, 1998, Form S-8 Registration Statement No. 333-32297 filed on July 29, 1997,
Form
S-8 Registration Statement No. 333-12913 filed on September 27, 1996, and Form
S-8 Registration Statement No. 33-92436 filed on May 18, 1995 (collectively the
"Prior Option Registration Statements").
(3) The Registration Fee with respect to the 2002 Stock Incentive Plan is based
solely on the 750,000 shares of Common Stock newly available for issuance under
the 2002 Stock Incentive Plan and is calculated solely for purposes of this
offering under Rule 457(h) of the Securities Act of 1933 on the basis of the
average of the high and low selling price per share of Common Stock on June
25, 2002, as reported by the Nasdaq National Market. The applicable filing
fees for the remaining 6,075,529 shares transferred to the 2002 Stock Incentive
Plan from the 1992 Option Plan were paid in connection with the Prior Option
Registration Statements.
(4) 48,000 shares of the 123,000 shares of Common Stock subject to this
Registration Statement were transferred to the 2002 Employee Stock Purchase Plan
from the Registrant's 1992 Employee Stock Purchase Plan (the "1992 Purchase
Plan"). Such shares were previously registered on Form S-8 Registration
Statement No. 333-66256 filed on July 30, 2001 (the "Prior Purchase Plan
Registration Statement").
(5) The Registration Fee with respect to the 2002 Employee Stock Purchase Plan
is based solely on the 75,000 shares of Common Stock newly available for
issuance under the 2002 Employee Stock Plan and is calculated solely for
purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the
basis of the average of the high and low selling price per share of Common Stock
on June 25, 2002, as reported by the Nasdaq National Market. The applicable
filing fees for the remaining 48,000 shares transferred to the 2002 Employee
Stock Purchase Plan from the 1992 Purchase Plan were paid in connection with the
Prior Purchase Plan Registration Statement.
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 have on file at
the SEC's public reference rooms in Washington, DC, New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for further information
about the public reference rooms. Our SEC filings are also available to the
public at the SEC's web site at http://www.sec.gov.
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, 2001, filed on March 19, 2002;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed on May 6, 2001;
(c) Our Current Report on Form 8-K, filed on April 2, 2002;
(d) Our Current Report on Form 8-K, filed on April 4, 2002;
(e) Our Current Report on Form 8-K, filed on April 12, 2002;
(f) The description of our Common Stock, par value 0.001 per share,
contained in our Form 8-A registration statement, filed on
November 21, 1994; and
(g) The description of the preferred share purchase rights of our
Common Stock, par value 0.001 per share, contained in our Form
8-A registration statement, filed on September 30, 1996, as
amended on November 10, 1998 and December 24, 1998.
All reports and other documents that we subsequently filed under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
under this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part of this registration
statement from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference into this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive
San Diego, California 92121
Attn: Secretary
(858) 550-7500
II-1
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 Brobeck,
Phleger & Harrison LLP, San Diego, California. Attorneys associated with
Brobeck, Phleger & Harrison LLP own an aggregate of approximately 10,076 shares
of our common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 145 of the Delaware General Corporation Law permits
indemnification of our officers and directors under certain conditions and
subject to certain limitations. Section 145 of the Delaware General Corporation
Law also provides that a corporation has the power to purchase and maintain
insurance on behalf of its officers and directors against any liability asserted
against such person and incurred by him or her in such capacity, or arising out
of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
Section 145 of the Delaware General Corporation Law.
(b) Article VII, Section 1 of our Bylaws provides that we shall
indemnify our officers, directors, employees and agents to the full extent
permitted by the General Corporation Law of Delaware. The rights to indemnity
thereunder continue as to a person who has ceased to be a director, officer,
employee or agent and inure to the benefit of the heirs, executors and
administrators of the person. In addition, expenses incurred by a director or
officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding by reason of the fact that he or she is or was our
director or officer (or was serving at our request as a director or officer of
another corporation) shall be paid by us in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by us as authorized
by the relevant section of the Delaware General Corporation Law.
(c) As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article VI, Section (A)2 of our Amended and Restated
Certificate of Incorporation provides that our directors shall not be personally
liable for monetary damages or breach of fiduciary duty as a director, except
for liability for (i) any breach of the director's duty of loyalty to us or our
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or unlawful stock purchases or redemptions under Section 174 of the
Delaware General Corporation Law, or (iv) any transaction from which the
director derived any improper personal benefit.
(d) Pursuant to authorization provided under the Amended and Restated
Certificate of Incorporation, we have entered into indemnification agreements
with each of our present and certain of our former directors. We have also
entered into similar agreements with certain of our executive officers who are
not directors. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware and California law as it may be amended
from time to time. Moreover, the indemnification agreements provide for certain
additional indemnification.
(e) We now have in effect directors and officers liability insurance
which insures our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
ITEM 8. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Instruments defining the rights of stockholders. Reference
is made to our Form 8-A registration statement filed on
November 21, 1994 (incorporated into this registration
statement by reference), our Form 8-A registration
statement filed on September 30, 1996, as amended on
November 10, 1998 an December 24, 1998 (incorporated into
this registration statement by reference), the Amended and
Restated Certificate of Incorporation (incorporated into
this registration statement by reference to Exhibit 3.2 to
our Form S-4 registration statement filed on July 9, 1998)
and the Bylaws (incorporated into this registration
statement by reference to Exhibit 3.3 of our Form S-4
registration statement, file on July 9, 1998).
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 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.
99.2 Notice of Grant of Stock Option--2002 Stock Incentive Plan.
99.3 Stock Option Agreement--2002 Stock Incentive Plan.
99.4 Stock Issuance Agreement--2002 Stock Incentive Plan.
99.5 Notice of Grant of Stock Option--Non Employee Director
Initial Grant--2002 Stock Incentive Plan.
99.6 Notice of Grant of Stock Option--Non Employee Director
Annual Grant--2002 Stock Incentive Plan.
99.7 Automatic Stock Option Agreement--2002 Stock Incentive
Plan.
99.8 Director Fee Election--2002 Stock Incentive Plan.
99.9 Notice of Grant of Non-Employee Director Stock Option
under Director Fee Program--2002 Stock Incentive Plan.
99.10 Director Fee Stock Option Agreement--2002 Stock Incentive
Plan.
99.11 2002 Employee Stock Purchase Plan.
99.12 Enrollment Form--2002 Employee Stock Purchase Plan.
99.13 Stock Purchase Agreement--2002 Employee Stock Purchase
Plan.
II-3
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes: (1) 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
Section10(a)(3) of the 1933 Act, (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 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, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act 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 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 at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of our annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
that is incorporated by reference into 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 l4a-3 or Rule 14c-3 under the Securities
Exchange Act; 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or 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 SEC such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 28th day of
June, 2002.
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, as
amended, 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, Chief Executive Officer and Director June 28, 2002
----------------------------- (Principal Executive Officer)
David E. Robinson
/S/Paul V. Maier Senior Vice President and Chief Financial Officer June 28, 2002
----------------------------- (Principal Financial and Accounting Officer)
Paul V. Maier
/S/Henry F. Blissenbach Director June 28, 2002
-----------------------------
Henry F. Blissenbach
/S/Alexander D. Cross Director June 28, 2002
-----------------------------
Alexander D. Cross
/S/Michael A. Rocca Director June 28, 2002
-----------------------------
Michael A. Rocca
/S/John Groom Director June 28, 2002
-----------------------------
John Groom
/S/Irving S. Johnson Director June 28, 2002
-----------------------------
Irving S. Johnson
/S/Carl C. Peck Director June 28, 2002
-----------------------------
Carl C. Peck
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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
is made to our Form 8-A registration statement filed on
November 21, 1994 (incorporated into this registration
statement by reference), our Form 8-A registration
statement filed on September 30, 1996, as amended on
November 10, 1998 an December 24, 1998 (incorporated into
this registration statement by reference), the Amended and
Restated Certificate of Incorporation (incorporated into
this registration statement by reference to Exhibit 3.2 to
our Form S-4 registration statement filed on July 9, 1998)
and the Bylaws (incorporated into this registration
statement by reference to Exhibit 3.3 of our Form S-4
registration statement, file on July 9, 1998).
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 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.
99.2 Notice of Grant of Stock Option--2002 Stock Incentive Plan.
99.3 Stock Option Agreement--2002 Stock Incentive Plan.
99.4 Stock Issuance Agreement--2002 Stock Incentive Plan.
99.5 Notice of Grant of Stock Option--Non Employee Director
Initial Grant--2002 Stock Incentive Plan.
99.6 Notice of Grant of Stock Option--Non Employee Director
Annual Grant--2002 Stock Incentive Plan.
99.7 Automatic Stock Option Agreement--2002 Stock Incentive
Plan.
99.8 Director Fee Election--2002 Stock Incentive Plan.
99.9 Notice of Grant of Non-Employee Director Stock Option
under Director Fee Program--2002 Stock Incentive Plan.
99.10 Director Fee Stock Option Agreement--2002 Stock Incentive
Plan.
99.11 2002 Employee Stock Purchase Plan.
99.12 Enrollment Form--2002 Employee Stock Purchase Plan.
99.13 Stock Purchase Agreement--2002 Employee Stock Purchase
Plan.