-----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, UkQSrI1/VJychSc+tUuiddniHK7l+xAZ0ldFdRxSmRURXlH71B0G82zwu3npCnQ4 SMO/h4jziKQBxAck+iVZvw== 0000886163-05-000037.txt : 20051011 0000886163-05-000037.hdr.sgml : 20051010 20051011084110 ACCESSION NUMBER: 0000886163-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051011 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 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: 051130870 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 ligand8-k101005.txt 101005 COMPANY LETTER TO LOEB 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): October 11, 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 8.01 OTHER EVENTS On October 11, 2005, the company sent a letter to Third Point LLC. The text of the letter is furnished as Exhibit 99.1 hereto. ITEM 9.01 EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Letter from the company to Third Point LLC, dated October 11, 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: October 11, 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 [Ligand Letterhead] October 11, 2005 Daniel S. Loeb Chief Executive Officer THIRD POINT LLC 390 Park Avenue New York, NY 10022 Dear Mr. Loeb: I am disappointed by your response of yesterday afternoon declining my offer to have you meet directly with our lead independent director and me to discuss in greater detail your requests that we were seeking to address in our letter of October 3. Your unwillingness to meet is particularly disconcerting given our proposals to meet with you in London or New York, or telephonically, within the next week to ten days. Instead of agreeing to what our Board of Directors had hoped would be a productive meeting, you have increased your demands which now include the immediate appointment of three directors employed by or associated with Third Point to the Board and that the Board set an annual meeting to occur before the end of the year, notwithstanding that current financial information is not yet available to our stockholders. Absent the Board's immediate accession to these demands, you advised us your group will initiate legal action to compel an annual meeting. As to your request for the immediate appointment of yourself and two other directors from Third Point, you declined to provide detailed curricula vitae or other background information regarding such nominees. We again renew our invitation to you to provide this information in accordance with our bylaws and nominating guidelines so that our Nominating Committee can responsibly evaluate those candidates. Without such information, it would be difficult for our Board to consider, and inappropriate for our Board to accede to, your demand. As to your demand for an annual meeting before year end, our Board continues to desire to work with you to agree on a mutually acceptable date for that meeting. However that meeting should follow the completion of our restatement and a period of time sufficient to allow our stockholders to digest both that financial information and other business updates we would provide in conjunction with the restatement. We do not understand why you, as a fiduciary to (and perhaps ultimate economic owner of) the funds that you manage, would commence costly litigation that could be unnecessary if you were to engage in discussions with us regarding a mutually agreeable date that would be in the interests of all stockholders. I intend to convey these demands to the Board. In the meantime, both I and our lead independent director remain prepared to conduct a constructive dialogue with you concerning your issues with regard to the Company. However, it is difficult to do so without having the opportunity for both of us to communicate with you directly on the relevant topics and I certainly do not expect that any of our stockholders will benefit from the confrontations you instead seek to create in court and elsewhere. Very truly yours, /s/ David E. Robinson David E. Robinson Chairman, President and Chief Executive Ligand Pharmaceuticals Incorporated cc: Board of Directors of Ligand Pharmaceuticals
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