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. 23
(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, AND THAT PROSPECTUS SUPPLEMENT NO. 22 DATED MARCH 16, 2007)
This Prospectus Supplement No. 23 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, and
that Prospectus Supplement No. 22 dated March 16, 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. 23 includes the attached Current Report
on Form 8-K of Ligand Pharmaceuticals Incorporated dated March 20, 2007, as
filed by us with the Securities and Exchange Commission.
This Prospectus Supplement No. 23 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. 23 updates or supersedes the information contained in the
Prospectus.
Our common stock is traded on The Nasdaq Global Market under the symbol
"LGND." On March 19, 2007, the closing price of our common stock was $10.25 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. 23 is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 23 is March 20, 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 16, 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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
As previously disclosed in a Current Report on Form 8-K filed by Ligand
Pharmaceuticals Incorporated (the "Company") on February 6, 2007, in connection
with the Company's restructuring process, the Company was not reasonably able to
estimate at that time the non-cash charges associated with option acceleration
and extension related to the termination of certain employees, as they depended
in large part on the price of the Company's stock on the relevant employee's
termination date, as well as the determination of certain assumptions necessary
for performing such calculations under FASB Statement of Financial Accounting
Standards No. 123R, SHARE-BASED PAYMENT ("SFAS 123R") as of that date.
As of March 16, 2007, the Company has estimated that it expects to incur
total cash restructuring charges of approximately $10 to $12 million as
previously disclosed, plus approximately $2.2 million in non-cash charges
associated with option acceleration and extension under change of control
severance agreements, calculated in accordance with SFAS 123R.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 17, 2007, Alexander D. Cross, Ph.D. resigned from his position as
a director of the Company. Prior to his resignation, Dr. Cross served as a
member of the audit, compensation and nominating committees of the Company's
board of directors.
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 20, 2007 By: /s/ Tod G. Mertes
Name: Tod G. Mertes
Title: Interim CFO