-----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, MNunitWgB7exMtl5f5luhuF0V9xCNYOmgWmpyFv3u0MGcEtfubW1UB0IdbSj1keT c6iWLPKAQlqeWDWTgKC7gQ== 0001157523-08-006303.txt : 20080804 0001157523-08-006303.hdr.sgml : 20080804 20080804160525 ACCESSION NUMBER: 0001157523-08-006303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080729 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 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: 08988155 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 858-550-7500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 8-K 1 a5747592.htm LIGAND PHARMACEUTICALS INCORPORATED 8-K

UNITED STATES
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): July 29, 2008

LIGAND PHARMACEUTICALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

________________

Delaware

001-33093

77-0160744

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

10275 Science Center Drive, San Diego, California, 92121-1117
              (Address of Principal Executive Offices) (Zip Code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 29, 2008, Elizabeth M. Greetham resigned from the Board of Directors (the “Board”) of Ligand Pharmaceuticals Incorporated (the “Company”), effective immediately.  Ms. Greetham’s resignation was not the result of any disagreement with the Company’s management.

Ms. Greetham served as the chairperson of the Audit Committee of the Board and as the Company’s audit committee financial expert.  Todd C. Davis, a current director and member of the Audit Committee, has been appointed as interim chairperson of the Audit Committee and designated the new audit committee financial expert.

(d) Based upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board elected Stephen L. Sabba, M.D. as a director of the Company effective August 4, 2008 to fill the vacancy created by the resignation of Ms. Greetham.  Dr. Sabba has been a Research Analyst and Bio Fund Manager for Knott Partners Management, an investment fund company, since November 2006.

There are no arrangements or understandings between Dr. Sabba and any other person pursuant to which he was selected to serve on the Board.  There are no transactions in which the Company or any of its subsidiaries is a party and in which Dr. Sabba has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01     Regulation FD Disclosure.

In connection with the resignation of Ms. Greetham and the appointment of Dr. Sabba as a new director, the Company issued a press release on August 4, 2008.  A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Note: Information in this Current Report on Form 8-K furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in this Current Report on Form 8-K furnished pursuant to Item 7 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:
 

Exhibit No.

Description
 
99.1 Press release of the Company dated August 4, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned.

 

LIGAND PHARMACEUTICALS INCORPORATED

 
 
Date: August 4, 2008 By:

/s/ Charles S. Berkman

Name:

Charles S. Berkman

Title:

Vice President, General Counsel and Secretary


EXHIBIT INDEX

Exhibit No.

Description

 
99.1

Press release of the Company dated August 4, 2008.

EX-99.1 2 a5747592-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ligand Pharmaceuticals Appoints Dr. Stephen Sabba to Board of Directors

SAN DIEGO--(BUSINESS WIRE)--Ligand Pharmaceuticals Incorporated (NASDAQ:LGND) today announced that Stephen L. Sabba, M.D., age 49, has been elected to Ligand’s Board of Directors, effective immediately. Dr. Sabba takes the Board seat previously held by Elizabeth M. Greetham, who served as a Director from March 2007 and resigned from the Board, effective July 29, 2008, for personal reasons.

“We are delighted that Stephen Sabba is joining our Board, bringing to us solid medical credentials, extensive biotechnology industry knowledge and considerable Wall Street experience. His perspective, experience and enthusiasm for Ligand will bring significant value to our Board,” said Dr. John W. Kozarich, Chairman of the Board. “Also, on behalf of Ligand’s Board of Directors, I want to thank Liz for her significant contribution during Ligand’s important transition during the past year. We sincerely appreciate her service and wish her all the best in her future endeavors.”

Dr. Sabba has been a leading Research Analyst and Bio Fund Manager for Knott Partners Management, an investment fund company, since November, 2006. Previously he was a Partner and Director of Research with Kilkenny Capital Management, a Chicago-based hedge fund. Prior to that, Dr. Sabba was Director of Research at Sturza’s Medical Research, and previously was a gastroenterologist and internist in private practice at Phelps Memorial Hospital in North Tarrytown, New York.

He received his medical degree from the New York University School of Medicine, and completed a residency in internal medicine and a fellowship in gastroenterology at the Veterans Administration Medical Center in New York City. He earned a Bachelor of Science degree with honors at Cornell University.

About Ligand Pharmaceuticals

Ligand discovers and develops new drugs that address critical unmet medical needs of patients with thrombocytopenia, hepatitis C, hormone-related diseases, osteoporosis, inflammatory diseases and anemia. Ligand's proprietary drug discovery and development programs are based on its leadership position in gene transcription technology.

Forward-Looking Statements

This news release contains certain forward-looking statements by Ligand that involve risks and uncertainties and reflect Ligand’s judgment as of the date of this release. Actual events or results may differ from Ligand’s expectations. In addition, Ligand may have indemnification obligations to King Pharmaceuticals or Eisai in connection with the sales of the AVINZA and oncology product lines. Also, Ligand may not be able to successfully implement its strategy, and continue the development of its proprietary programs. The failure to meet expectations may reduce Ligand’s stock price. Additional information concerning risk factors affecting Ligand’s business can be found in prior press releases available via www.ligand.com as well as in Ligand’s public periodic filings with the Securities and Exchange Commission at www.sec.gov. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

CONTACT:
Ligand Pharmaceuticals Incorporated
John L. Higgins, President and CEO
Erika Luib, Investor Relations
858-550-7896
or
Lippert/Heilshorn & Associates
Don Markley
310-691-7100
dmarkley@lhai.com

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