-----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, LFV79mUtbsAPhw8pTvt2mhiWQxlxQmniEumJmzc6+ZVwwUvdv86J0iBjX+5a6NYn 59Nh6zuwZkuqdPYH4OVx5w== 0000886163-05-000010.txt : 20050505 0000886163-05-000010.hdr.sgml : 20050505 20050504183741 ACCESSION NUMBER: 0000886163-05-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050504 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: 05800711 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 ligand0504058k.txt 05/04/05 PR HEARING RESULTS 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): May 3, 2005 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On May 3, 2005, the Company received notice from the NASDAQ Stock Market that the NASDAQ Listing Qualifications Panel agreed to continue the listing of the Company's securities on the NASDAQ National Market provided that the Company files its Form 10-K for the fiscal year ended December 31, 2004 and its Form 10-Q for the quarter ended March 31, 2005 on or before July 29, 2005. A copy of the press release issued by the registrant on May 4, 2005, is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release of the Company dated May 4, 2005
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 : May 4, 2005 By: /S/WARNER BROADDUS Name: Warner Broaddus Title: Vice President, General Counsel & Secretary EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 CONTACT: Paul V. Maier Senior Vice President and Chief Financial Officer 858-550-7573 Abe Wischnia Senior Director of Investor Relations and Corporate Communications 858-550-7850 LIGAND PHARMACEUTICALS RECEIVES FILING EXTENSION FROM NASDAQ SAN DIEGO, Calif.--May 4, 2005--Ligand Pharmaceuticals Incorporated (NASDAQ:LGNDE) announced today that the NASDAQ Listing Qualifications Panel (the Panel) has agreed to continue the listing of the Company's securities on the NASDAQ National Market provided that the Company files its Form 10-K for the fiscal year ended December 31, 2004 and its Form 10-Q for the quarter ended March 31, 2005 on or before July 29, 2005. Ligand announced on March 30, 2005 that it had received notice from the NASDAQ Stock Market that Ligand was not in compliance with the NASDAQ requirements for continued listing as a result of its failure to file with the SEC its Annual Report on Form 10-K for fiscal 2004, and that its common stock was therefore subject to delisting from the NASDAQ National Market. As permitted by NASDAQ rules, Ligand appealed the decision to delist its common stock and was granted a hearing before the Panel where it requested an extension to file both its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. In connection with its granting of Ligand's request for an extension, the Panel is requiring that the company provide certain reports to the Panel regarding interim progress and key milestones in its accounting review and audit processes. Ligand must also comply with all other continued listing requirements of the NASDAQ National Market to maintain its listing. The company noted that significant work remains to be done in connection with the completion of its financial statements for the periods covered by the delinquent report and the audit and review of those financial statements. It is possible that Ligand will not be able to complete and file those reports by July 29, 2005. If the company is not able to file its reports by such date, it would likely request a further extension, but such an extension may not be granted, and its common stock could be delisted from the NASDAQ National Market. ABOUT LIGAND Ligand discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, pain, 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. For more information, go to http://www.ligand.com. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This news release contains forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties and reflect Ligand's judgment as of the date of this release. These statements include those related to compliance with the NASDAQ Listing Qualifications Panel requirements, the completion of the review and audit of the financial statements, the filing of reports on Form 10-K for 2004 and on Form 10-Q for the quarter ended March 31, 2005 and the potential delisting of the Company's securities. Actual events or results may differ materially from Ligand's expectations. There can be no assurance that the Company's subsequent processes such as filing of Form 10-K and 10-Q or compliance with additional NASDAQ Listing Qualifications Panel requirements will be timely completed by the Panel's deadlines nor that the company will avoid delisting by the NASDAQ Stock Market. In addition, our financial results and stock price may suffer as a result of the previously announced accounting review and any subsequent determination from this review including any action by NASDAQ. Additional information concerning these and other risk factors affecting Ligand's business can be found in prior press releases as well as in Ligand's public periodic filings with the Securities and Exchange Commission, available via Ligand's web site at http://www.ligand.com. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. ### -----END PRIVACY-ENHANCED MESSAGE-----