-----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, BLIrQtEaEcFZl6L1O0L8NOFSZYJoFJOjS2NbQfJ+oOQxKfR6cDwsHR81FSpi2bS4 Wdn4EMacz+7vHSsRg0SOJQ== 0000886163-07-000052.txt : 20070320 0000886163-07-000052.hdr.sgml : 20070320 20070320164739 ACCESSION NUMBER: 0000886163-07-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070320 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070320 DATE AS OF CHANGE: 20070320 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: 001-33093 FILM NUMBER: 07706935 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 ligand8k032007.txt COSTS FOR DISPOSAL AND DEPARTURE OF DIRECTOR 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 -----END PRIVACY-ENHANCED MESSAGE-----