-----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, FjjodEqUUnCnsjDXE9zOqwg/uP98B2P8VoOrZJcXyjZ0LeGyiIcMq7i/iBxoZwQp cH00TqfS3dIQlkOoNi1VbQ== 0000899140-05-001020.txt : 20051116 0000899140-05-001020.hdr.sgml : 20051116 20051116124631 ACCESSION NUMBER: 0000899140-05-001020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43329 FILM NUMBER: 051209001 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: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 t111505a.txt FIFTH AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934* Ligand Pharmaceuticals Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 53220K207 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jack H. Nusbaum, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 November 11, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D - --------------------------------------------------- ------------------------ CUSIP No. 53220K207 Page 2 of 6 Pages - --------------------------------------------------- ------------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF SHARES --------- ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 7,375,000 --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 7,375,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,375,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------------------------------- ------------------------ CUSIP No. 53220K207 Page 3 of 6 Pages - --------------------------------------------------- ------------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC I.D. #13-3922602 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF SHARES --------- ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 7,375,000 --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 7,375,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,375,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------------------------------- ------------------------ CUSIP No. 53220K207 Page 4 of 6 Pages - --------------------------------------------------- ------------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF SHARES --------- ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 4,744,300 --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,744,300 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,744,300 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.42% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- This Amendment No. 5 (the "Amendment") amends the Schedule 13D filed on September 23, 2005 (together with amendments filed prior to the date hereof, the "Schedule 13D"), and is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), Third Point Offshore Fund, Ltd., a Cayman Island limited liability exempted company (the "Offshore Fund"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management Company and the Offshore Fund, the "Reporting Persons"). This Schedule 13D relates to the common stock, par value $0.001 per share, of Ligand Pharmaceuticals Incorporated, a Delaware corporation (the "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, including but not limited to the Offshore Fund, the "Funds"). The Funds directly own the Common Stock to which this Schedule 13D relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of their ownership or the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding thereto the following: On November 11, 2005, the Offshore Fund and the Company agreed to a settlement and dismissal of the action filed in Delaware by the Offshore Fund, requesting that the court set a date for the Company's annual meeting of stockholders, among other things. The settlement, which was approved by the court on November 14, 2005, provides that, unless otherwise ordered by the court, the Company will hold its annual meeting of stockholders on January 31, 2006. The record date for the meeting will be between December 5 and December 15, 2005, with the precise date to be determined by the Board of Directors of the Company. The quorum requirement will be as provided in the Company's bylaws. A copy of the Stipulated Order and Final Judgment from the Court of Chancery of the State of Delaware is filed herewith and incorporated herein by reference. In addition, on November 16, 2005, the Management Company issued a letter to the stockholders of the Company confirming the entry into the Stipulated Order and Final Judgment and announcing its intention to run a slate of eight nominees for election to the Company's Board of Directors at the January 31, 2006 stockholders meeting. A copy of the press release containing the letter from the Management Company is filed herewith and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 1. Stipulated Order and Final Judgment from the Court of Chancery of the State of Delaware, dated as of November 14, 2005. 2. Press release of Third Point LLC, dated as of November 16, 2005. 5 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 16, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb --------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb --------------------------- Name: Daniel S. Loeb Title: Director DANIEL S. LOEB /s/ Daniel S. Loeb --------------------------- Daniel S. Loeb [SIGNATURE PAGE TO AMENDMENT NO. 5 TO SCHEDULE 13D WITH RESPECT TO LIGAND PHARMACEUTICALS INCORPORATED] EX-1 3 t111505b.txt STIPULATED ORDER AND FINAL JUDGMENT IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY THIRD POINT OFFSHORE FUND, LTD., ) ) Plaintiff, ) ) v. ) ) C.A. No. 1707-N LIGAND PHARMACEUTICALS INCORPORATED, ) ) Defendant. ) ) STIPULATED ORDER AND FINAL JUDGMENT ----------------------------------- The parties to this action hereby agree, subject to the approval of the Court, to the following Stipulated Order and Final Judgment in this action brought pursuant to 8 Del. C. ss. 211: 1. Unless otherwise ordered by this Court, defendant Ligand Pharmaceuticals, Incorporated ("Ligand" or the "Company") shall hold an annual meeting of stockholders (the "Stockholders' Meeting") on January 31, 2006. The record date for the Stockholders' Meeting shall be no earlier than December 5, 2005 and no later than December 15, 2005. 2. The quorum for the Stockholders' Meeting shall be as set forth in Ligand's bylaws. 3. Each party shall bear its own costs, fees and expenses. 4. This action is hereby dismissed without prejudice, but this Court shall retain jurisdiction pending the holding and completion of the Stockholders' Meeting and to ensure compliance with the provisions of this Stipulated Order and Final Judgment, to hear and determine any other matters relating to the Stockholders' Meeting, and to resolve any remaining issues regarding Ligand's pending Petition to Maintain Confidential Treatment of Documents Pursuant to Court of Chancery Rule 5(g). /s/ William M. Lafferty /s/ Raymond J. DiCamillo - ----------------------------------- --------------------------------- William M. Lafferty (#2755) Raymond J. DiCamillo (#3188) Morris, Nichols, Arsht & Tunnell Michael R. Robinson (#4452) 1201 North Market Street Richards, Layton & Finger, P.A. P.O. Box 1347 One Rodney Square, 920 N. King Street Wilmington, Delaware 19899 Wilmington, Delaware 19801 (302) 658-9200 (302) 651-7700 Attorneys for Plaintiff Attorneys for Defendant OF COUNSEL: OF COUNSEL: Tariq Mundiya Laurie B. Smilan WILLKIE FARR & GALLAGHER LLP LATHAM & WATKINS LLP The Equitable Center Two Freedom Square 787 Seventh Avenue 11955 Freedom Drive New York, NY 10019-6099 Suite 500 (212) 728-8000 Reston, VA 20190-5651 (703) 456-1000 Dated: November 11, 2005 SO ORDERED this ___ day of November, 2005. - -------------------------------------- Vice Chancellor Court: DE Court of Chancery Judge: Strine, Leo E File & Serve reviewed Transaction ID: 7416727 Current date: 11/14/2005 Case number: 1707-N Case name: PARTIAL CONF ORDER Third Point Offshore Fund Ltd vs Ligand Pharmaceuticals Inc. This is the final judgment in this case. The court's retention of jurisdiction does not obviate the need for a complaining party to file a new complaint in the event that the intervention of this court is sought. No further relief shall be sought in this civil action and any request for further relief shall be brought by a new complaint. IT IS SO ORDERED. /s/ Judge Leo E Strine Jr EX-2 4 t111505c.txt PRESS RELEASE Date: November 16, 2005 Source: Third Point LLC For Release: Immediately Contact: Georgeson Shareholder Telephone: (888) 293-6729 Third Point LLC to Run Slate of 8 Nominees for Election to the Board of Directors of Ligand Pharmaceuticals Incorporated ------------------------------------------------------------- NEW YORK, NEW YORK, November 16, 2005 - Third Point LLC today released a letter to the stockholders of Ligand Pharmaceuticals Incorporated (the "Company") (OTC: LGND) confirming the entry into a Stipulated Order and Final Judgment with the Company establishing January 31, 2006 as the date for the Company's next stockholders meeting (the "Stockholders Meeting") and announcing its intention to run a slate of eight nominees for election to the Company's Board of Directors at the Stockholders Meeting. The text of the letter follows. * * * * * Third Point LLC is an investment management firm founded in 1995 that serves as investment manager or adviser to a variety of funds and managed accounts. The firm is based in New York, with offices in Los Angeles, Sunnyvale, Hong Kong, and Bangalore and expects to open shortly its London office. * * * * * November 16, 2005 Dear Fellow Ligand Shareholders: As Ligand Pharmaceuticals ("Ligand" or the "Company") recently announced, we have settled our litigation with the Company. Under the settlement, Ligand will be required to hold a meeting of stockholders on January 31, 2006 for the purpose of electing directors. The Company's Board of Directors will set a record date for the meeting, which must be between December 5 and December 15, 2005. Although this settlement resolves an important dispute and finally forces the Company to hold an election of directors, we have not been able to resolve the larger issues - whether Ligand will agree to immediately embark on a process to explore and act on strategic alternatives, and who will control that process. To address these fundamental issues and to avoid a contested election, we had made a proposal to the Company, which expired last Friday afternoon. The centerpiece of our settlement proposal was the addition of three of our nominees to the Board and the immediate creation of a special committee of three directors to pursue strategic alternatives in order to maximize shareholder value. We had proposed that two of our nominees be appointed to the special committee, and, consistent with Delaware law, the special committee would have had broad powers to do its job but would have been required to obtain full Board approval for any proposal involving a merger or similar transaction. In this way, we had hoped to balance our goal of maximizing shareholder value with the current Board's apparent goal of maintaining control of the Company. Given the reasonableness of our compromise proposal, we're concerned that management has become isolated and that Ligand's full Board may not have been fully informed or consulted about the issues we've raised and the proposal we've made. Nonetheless, because management has not accepted our compromise proposal and has failed even to discuss it with us, we will now seek control of the Board at the upcoming election by running a full slate of eight directors at the January meeting. This will allow us to move forward quickly with efforts to maximize shareholder value and will put to rest our lingering doubts about whether the current Board would have favorably received any recommendations made by our proposed special committee. All of our nominees, whom we will name shortly, will be committed to the process of value maximization and to acting in the best interests of Ligand's shareholders. We have been urging management for some time now to explore and act on options to maximize shareholder value. Lately, we have had indications (which may or may not prove accurate) that the Company has quietly made moves in that direction. Given management's resistance to our past calls to explore strategic alternatives, we cannot assure you, and are not ourselves prepared to assume, that management has suddenly become committed in a serious way to such a process. But even if management actually has undergone such a "conversion" (albeit with a proxy contest looming), we think it is nonetheless important that such a process be run by directors who have been committed to that goal from the outset, and that is why we will be proposing nominees for all eight seats on the Company's Board of Directors. One final point: although we will be seeking control of the Company in order to establish or guide a process of exploring and acting on strategic alternatives, we have no intention of making wholesale changes in the Company's personnel or day-to-day operations. We have previously expressed our admiration for the Company's scientific staff, and we continue to view Ligand's employees (other than Messrs. Robinson and Maier) as one of its most significant assets. As the holder of almost 10% of the Company's common stock, we have a very large vested interest in maintaining the great value we see in the Company, and we will make every effort to do so. Sincerely, Third Point LLC Daniel S. Loeb Chief Executive Officer THIRD POINT STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ITS PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. ANY SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER - 2 - RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY OF ANY SUCH PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING THIRD POINT'S PROXY SOLICITOR, GEORGESON SHAREHOLDER COMMUNICATIONS INC., AT ITS TOLL-FREE NUMBER: (888) 293-6729, OR AT PROXYINFO@GSCORP.COM. The following persons are anticipated to be, or may be deemed to be, participants in any such proxy solicitation: Third Point LLC, Third Point Offshore Fund, Ltd., Third Point Partners LP, Third Point Ultra Ltd., Lyxor/Third Point Fund Ltd., Third Point Partners Qualified LP, Daniel S. Loeb, Brigette Roberts, MD and Jeffrey R. Perry. Certain of these persons hold direct or indirect interests as follows: Third Point LLC may be deemed to have beneficial ownership over 7,375,000 shares of common stock; Third Point Offshore Fund, Ltd. owns 4,744,300 share of common stock; Third Point Partners LP owns 955,300 shares of common stock; Third Point Ultra Ltd. owns 785,100 shares of common stock; Lyxor/Third Point Fund Ltd. owns 436,400 shares of common stock; and Third Point Partners Qualified LP owns 453,900 shares of common stock. Daniel S. Loeb, as the managing member of Third Point LLC, may be deemed to beneficially own 7,375,000 shares of common stock. Brigette Roberts, MD and Jeffrey R. Perry have no direct or indirect interests, by security holdings or otherwise, required to be disclosed herein, except each such person's interest in being nominated and elected as a director of the Company. - 3 - -----END PRIVACY-ENHANCED MESSAGE-----