PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)
LIGAND PHARMACEUTICALS INCORPORATED
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-131029
Prospectus Supplement No. 24
(to Prospectus dated April 12, 2006, as supplemented and amended by that
Prospectus Supplement No. 1 dated May 15, 2006, that Prospectus Supplement
No. 2 dated June 12, 2006, that Prospectus Supplement No. 3 dated June 29,
2006, that Prospectus Supplement No. 4 dated August 4, 2006, that Prospectus
Supplement No. 5 dated August 9, 2006, that Prospectus Supplement No. 6 dated
August 30, 2006, that Prospectus Supplement No. 7 dated September 11, 2006, that
Prospectus Supplement No. 8 dated September 12, 2006, that Prospectus Supplement
No. 9 dated October 2, 2006, that Prospectus Supplement No. 10 dated October 17,
2006, that Prospectus Supplement No. 11 dated October 20, 2006, that Prospectus
Supplement No. 12 dated October 31, 2006, that Prospectus Supplement No.13 dated
November 14, 2006, that Prospectus Supplement No. 14 dated November 15, 2006,
that Prospectus Supplement No. 15 dated December 14, 2006, that Prospectus
Supplement No. 16 dated January 5, 2007, that Prospectus Supplement No. 17 dated
January 16, 2007, that Prospectus Supplement No. 18 dated February 5, 2007, that
Prospectus Supplement No. 19 dated February 28, 2007, that Prospectus
Supplement No. 20 dated March 5, 2007, that Prospectus Supplement No. 21
dated March 15, 2007, that Prospectus Supplement No. 22 dated March 16, 2007,
and that Prospectus Supplement No. 23 dated March 20, 2007)
This Prospectus Supplement No. 24 supplements and amends the prospectus
dated April 12, 2006 (as supplemented and amended by that Prospectus Supplement
No. 1 dated May 15, 2006, that Prospectus Supplement No. 2 dated June 12, 2006,
that Prospectus Supplement No. 3 dated June 29, 2006, that Prospectus Supplement
No. 4 dated August 4, 2006, that Prospectus Supplement No. 5 dated August 9,
2006, that Prospectus Supplement No. 6 dated August 30, 2006, that Prospectus
Supplement No. 7 dated September 11, 2006, that Prospectus Supplement No. 8
dated September 12, 2006, that Prospectus Supplement No. 9 dated October 2,
2006, that Prospectus Supplement No. 10 dated October 17, 2006, that Prospectus
Supplement No. 11 dated October 20, 2006, that Prospectus Supplement No. 12
dated October 31, 2006, that Prospectus Supplement No. 13 dated November 14,
2006, that Prospectus Supplement No. 14 dated November 15, 2006, that Prospectus
Supplement No. 15 dated December 14, 2006, that Prospectus Supplement No. 16
dated January 5, 2007, that Prospectus Supplement No. 17 dated January 16, 2007,
that Prospectus Supplement No. 18 dated February 5, 2007, that Prospectus
Supplement No. 19 dated February 28, 2007, that Prospectus Supplement No. 20
dated March 5, 2007, that Prospectus Supplement No. 21 dated March 15, 2007,
that Prospectus Supplement No. 22 dated March 16, 2007, and that Prospectus
Supplement No. 23 dated March 20, 2007), or the Prospectus, relating to the
offer and sale of up to 7,790,974 shares of our common stock to be issued
pursuant to awards granted or to be granted under our 2002 Stock Incentive Plan,
or our 2002 Plan, up to 147,510 shares of our common stock to be issued pursuant
to our 2002 Employee Stock Purchase Plan, or our 2002 ESPP, and up to 50,309
shares of our common stock which may be offered from time to time by the selling
stockholders identified on page 110 of the Prospectus for their own accounts.
Each of the selling stockholders named in the Prospectus acquired the shares of
common stock upon exercise of options previously granted to them as an employee,
director or consultant of Ligand or as restricted stock granted to them as a
director of Ligand, in each case under the terms of our 2002 Plan. We will not
receive any of the proceeds from the sale of the shares of our common stock by
the selling stockholders under the Prospectus. We will receive proceeds in
connection with option exercises under the 2002 Plan and shares issued under the
2002 ESPP which will be based upon each granted option exercise price or
purchase price, as applicable.
This Prospectus Supplement No. 24 includes the attached Current Report
on Form 8-K of Ligand Pharmaceuticals Incorporated dated March 23, 2007, as
filed by us with the Securities and Exchange Commission.
This Prospectus Supplement No. 24 should be read in conjunction with,
and delivered with, the Prospectus and is qualified by reference to the
Prospectus except to the extent that the information in this Prospectus
Supplement No. 24 updates or supersedes the information contained in the
Prospectus.
Our common stock is traded on The Nasdaq Global Market under the symbol
"LGND." On date March 22, 2007, the closing price of our common stock was
$10.60 per share.
Investing in our common stock involves risk. See "Risk Factors"
beginning on page 7 of the Prospectus and beginning on page 17 of Prospectus
Supplement No. 22.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if the
Prospectus or this Prospectus Supplement No. 24 is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 24 is March 23, 2007.
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): March 20, 2007
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 8.01 OTHER EVENTS.
On March 20, 2007, the Board of Directors of Ligand Pharmaceuticals
Incorporated (the "Company") declared a special one-time cash dividend of $2.50
per share of common stock, payable on April 19, 2007, to stockholders of record
on April 5, 2007. In addition, the Board of Directors authorized share
repurchases of up to $100 million within the next 12 months.
A copy of the press release dated March 21, 2007 announcing the
declaration of the dividend and the authorization of the share repurchases is
filed herewith as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press release of the Company dated March 21, 2007.
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: March 23, 2007 By: /s/Tod G. Mertes
Name: Tod G. Mertes
Title: Interim CFO
EXHIBIT 99.1
[LIGAND LETTERHEAD]
CONTACTS:
Ligand Pharmaceuticals Incorporated Lippert/Heilshorn & Associates
John L. Higgins, President and CEO or Don Markley
Erika Luib-De la Cruz, Investor Relations DMARKLEY@LHAI.COM
(858) 550-7896 (310) 691-7100
LIGAND PHARMACEUTICALS ANNOUNCES $353 MILLION CASH DIVIDEND AND
SHARE REPURCHASE AUTHORIZATION
Program Includes a $2.50 per share Cash Dividend Payable April 19th -
SAN DIEGO (MARCH 21, 2007) - LIGAND PHARMACEUTICALS INCORPORATED (NASDAQ: LGND)
today announced return of cash on the common stock of the Corporation in the
form of a $2.50 per share cash dividend, payable on April 19, 2007 to
shareholders of record as of April 5, 2007. In addition to this approximately
$253 million cash dividend, Ligand's board of directors has authorized up to
$100 million in share repurchases within the next 12 months.
"Our strategy of building a highly focused R&D- and royalty-driven
biotech company allows us the ability to deliver value to shareholders through
this one-time cash dividend and open market share repurchases, while maintaining
a strong balance sheet and funding ongoing operations," said John L. Higgins,
President and Chief Executive Officer. "The cash we are returning to our
stockholders is a result of the sale of our commercial operations in 2006 and
early 2007, and today's announcement follows a formal, third-party valuation
analysis and discussion among Company directors and consultants, among other
considerations."
As of February 28, 2007, Ligand had approximately $415 million of
unrestricted cash and investments. Additionally, there is $35.0 million of cash
held in escrow accounts following the sales of AVINZA and our oncology product
line to support potential indemnification claims by the purchasers of those
assets.
Ligand option holders will not receive any proceeds from the payment of
the dividend. Accordingly, the compensation committee of the board of directors
may evaluate making some form of adjustment to outstanding stock options. In
February 2007, shareholders approved a measure (as described in our January 2007
proxy statement) authorizing the Company to make an adjustment to outstanding
stock options in an equitable manner.
ABOUT LIGAND PHARMACEUTICALS
Ligand discovers and develops new drugs that address critical unmet
medical needs of patients in the areas of thrombocytopenia, cancer, hepatitis C,
hormone-related diseases, osteoporosis 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.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements by Ligand
that involve risks and uncertainties and reflect Ligand's judgment as of the
date of this release. Actual events or results may differ from Ligand's
expectations. For example, we may not be able to timely or successfully
transform the Company or advance any product(s) in our pipeline. Further, we may
not be able to complete our reductions in workforce on any particular or
expected timeframe, we may not realize significant operating savings due to our
restructuring, we may not be able to successfully or timely complete a
transformation of the company, our early stage programs or any specific business
or research initiative(s). In addition, we may not be able to successfully
implement our strategy, and continue the development of our proprietary
programs. Also, the Company may not repurchase any or all of the $100 million
authorized for share repurchase. The failure to meet expectations with respect
to any of the foregoing matters may reduce our stock price. Additional
information concerning these and other risk factors affecting Ligand's business
can be found in prior press releases available via www.nasdaq.com as well as in
Ligand's public periodic filings with the Securities and Exchange Commission at
www.sec.gov 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.
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