-----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, D5qEeSa6Ulh27QTgTPjsGjiO2q28CFhofaLfOpP/PePbDaDGbJclnnqiADv5d7OM 7oACTFKQlOlqoJxYzNx4xQ== 0000886163-05-000026.txt : 20050823 0000886163-05-000026.hdr.sgml : 20050823 20050823165132 ACCESSION NUMBER: 0000886163-05-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050817 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: 20050823 DATE AS OF CHANGE: 20050823 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: 051044092 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 ligand0823058k.txt 082305 NASDAQ STAFF DETERMINATION LETTER 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): August 17, 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 Due to the delay in filing the Company's Form 10-K annual report for the year ended December 31, 2004 and its quarterly reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005, the Company is not in compliance with the NASDAQ Stock Market's continued listing requirement set forth in Marketplace Rule 4310(c)(14). The Company received a NASDAQ Staff Determination Letter dated August 17, 2005 regarding the Company's failure to timely file its Form 10-Q for the period ended June 30, 2005. A NASDAQ Listing Qualifications Panel previously agreed to continue the listing of the Company's securities on the NASDAQ National Market provided that the Company files these Forms 10-K and 10-Q on or before August 31, 2005 and September 9, 2005, respectively. Until the Company is current with its periodic reporting requirements with the SEC, the Company's trading symbol will remain LGNDE. The Company has issued a press release regarding these matters, which is attached as Exhibit 99.1 hereto. ITEM 9.01 EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release of the Company dated August 23, 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: August 23, 2005 By: /s/ WARNER R. BROADDUS Name: Warner R. Broaddus Title: Vice President, General Counsel & Secretary EX-99 2 ex99-1.txt EXHIBIT 99.1 - 082305 PR 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 STAFF DETERMINATION LETTER FROM NASDAQ REGARDING DELAY IN FILING SECOND QUARTER FORM 10-Q SAN DIEGO, Calif.--August 23, 2005--Ligand Pharmaceuticals Incorporated (NASDAQ:LGNDE) announced today that it has received a NASDAQ Staff Determination Letter regarding the company's failure to timely file its Form 10-Q for the period ended June 30, 2005. A NASDAQ Listing Qualifications Panel previously 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 on or before August 31, 2005 and files its first quarter and second quarter Forms 10-Q by September 9, 2005. Until the company is current with its periodic reporting requirements with the SEC, the company's trading symbol will remain LGNDE. On May 20, 2005, the company announced that it would restate its consolidated financial statements as of and for the years ended December 31, 2002 and 2003 and for the quarters of 2003 and the first three quarters of 2004. The filings of the company's Form 10-K annual report for the year ended December 31, 2004 and the company's Forms 10-Q for the periods ended March 31, 2005 and June 30, 2005 have been delayed pending the completion of the restatement. 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 reflect Ligand's judgment and involve risks and uncertainties as of the date of this release. These statements include those related to compliance with the NASDAQ Listing Qualifications Panel requirements, completion of the restatement, the filing of delinquent reports on Form 10-K and on Form 10-Q and the continued listing of the company's securities. Actual events or results may differ materially from Ligand's expectations. There can be no assurance that the restatement of annual or quarterly financial results, audit of annual and review of quarterly financial statements, filing of Forms 10-K and 10-Q will be completed or that these processes will be completed by the dates set by the Panel in order to maintain the Company's listing, that the circumstance of the restatement will not result in a finding of a material weakness in the company's internal control over financial reporting, that other accounting errors or control deficiencies which individually or in the aggregate constitute a material weakness, will not be identified during the preparation and audit of the consolidated financial statements, that adjustments for other periods will not be required nor that the company will avoid delisting by the NASDAQ Stock Market and if so, when or if a relisting will occur. In addition, Ligand's financial results and stock price may suffer as a result of the previously announced restatement and any subsequent 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 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-----