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): December 19, 2005

LA JOLLA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-24274
(Commission
File Number) 33-0361285
(IRS Employer
Identification No.)

6455 Nancy Ridge Drive
San Diego, California 92121
(Address of principal executive offices, including zip code)

(858) 452-6600
(Registrant’s telephone number, including area code)

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:

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

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

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

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

TABLE OF CONTENTS

	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 99.1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On December 19, 2005, La Jolla Pharmaceutical Company (the “Company”) was notified by Nasdaq that it had been granted an extension of time to comply with the Nasdaq minimum bid price rule. If, on or before January 6, 2006, the closing price of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive trading days, the Company will regain compliance with the minimum bid price rule and maintain its listing on the Nasdaq National Market. As further discussed below, on December 21, 2005, the Company effected a one-for-five reverse stock split and its common stock will begin to trade on a post-stock split basis on December 22, 2005.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On December 21, 2005, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”). The Amendment was effective as of 5:00 p.m. (EST). The purpose of the Amendment was to effectuate a reverse split of the issued and outstanding common stock of the Company whereby every five shares of the Company’s common stock were combined into one share of the Company’s common stock. The Company’s common stock will begin to trade on the Nasdaq National Market on a post-reverse stock split basis on December 22, 2005. The Company will pay cash, based on the closing price of the Company’s common stock on December 20, 2005, for any fractional shares that result from the reverse stock split. The reverse stock split was approved by the board of directors of the Company on October 17, 2005 and by the Company’s stockholders on December 12, 2005.

     As a result of the reverse stock split, the Company’s issued and outstanding common stock was reduced from approximately 162,570,378 shares to approximately 32,514,075 shares. The authorized capital of the Company was not affected by the Amendment. A copy of the Amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit
No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of La Jolla Pharmaceutical Company, effective December 21, 2005
99.1	Press Release, dated December 21, 2005

SIGNATURES

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

	LA JOLLA PHARMACEUTICAL COMPANY
Date: December 21, 2005	By:	/s/ Gail A. Sloan
		Gail A. Sloan
		Vice President of Finance and Secretary

EXHIBIT INDEX

Exhibit
No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of La Jolla Pharmaceutical Company, effective December 21, 2005
99.1	Press Release, dated December 21, 2005

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
LA JOLLA PHARMACEUTICAL COMPANY

     La Jolla Pharmaceutical Company (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1.      The name of the Corporation is: La Jolla Pharmaceutical Company.

     2.      The Certificate of Incorporation of the Corporation is hereby amended by striking out Article IV thereof and by substituting in lieu of said Article the following new Article:

ARTICLE IV

AUTHORIZED CAPITAL STOCK

     The Corporation is authorized to issue two classes of stock designated “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that this Corporation is authorized to issue is Two Hundred Thirty Three Million (233,000,000), consisting of Two Hundred Twenty Five Million (225,000,000) shares of Common Stock, par value $0.01 per share, and Eight Million (8,000,000) shares of Preferred Stock, par value $0.01 per share.

     The Board is hereby authorized to issue the shares of Preferred Stock in one or more series, to fix the number of shares of any such series of Preferred Stock, to determine the designation of any such series, and to fix the rights, preferences, and privileges and the qualifications, limitations or restrictions of the series of Preferred Stock to the full extent permitted under the Delaware General Corporation Law. The authority of the Board with respect to any series of Preferred Stock shall include, without limitation, the power to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, and the liquidation preferences and the number of shares constituting any such additional series and the designation thereof, or any of them; and to increase or decrease the number of authorized shares of any series subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the authorized number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

     Effective at 5:00 p.m. on December 21, 2005 (the “Effective Time”), the issued and outstanding Common Stock of the Corporation will be reverse split on a one-for-five basis so that each five shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into and reconstituted as one share of Common Stock (the “Reverse Split”). No fractional shares will be issued by the Corporation as a result of the Reverse Split, and, as of the Effective Time, stockholders otherwise entitled to receive fractions of shares shall have no further interest as a stockholder in respect of such fractions of shares. In lieu of such fractions of shares, the Corporation will pay the holders thereof cash in an amount

equal to (i) the value of such fractional shares based on the closing price per share of the Common Stock as reported on the Nasdaq National Market or the Nasdaq Capital Market, as applicable, on the day preceding the Effective Time or (ii) if the Common Stock is not then listed on the Nasdaq National Market or the Nasdaq Capital Market, the fair market value of the Common Stock as determined by the Corporation’s board of directors.

     3.      The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     Executed on this 21st day of December, 2005.

/s/ Gail A. Sloan  

Gail A. Sloan 

Vice President of Finance and Secretary 

EX-99.1

EXHIBIT 99.1

Company Contact:
Andrew Wiseman, Ph.D.
Sr. Director of Business Development
and Investor Relations
La Jolla Pharmaceutical Company
858-646-6615
andrew.wiseman@ljpc.com
Media Contacts:
Virginia Amann or Trista Morrison
Atkins + Associates
for La Jolla Pharmaceutical Company
608-274-6046 or 858-527-3490
vamann@irpr.com
tmorrison@irpr.com

LA JOLLA PHARMACEUTICAL COMPANY
RECEIVES NASDAQ EXTENSION AND
COMPLETES REVERSE STOCK SPLIT

     SAN DIEGO, CA, December 21, 2005 — La Jolla Pharmaceutical Company (Nasdaq: LJPC) announced today that Nasdaq has granted it an extension of time to comply with Nasdaq’s minimum bid price rule. The extension period will allow additional time for the closing price of the Company’s common stock to be at least $1.00. If the closing price is at least $1.00 for a minimum of 10 consecutive trading days on or before January 6, 2006, the Company will regain compliance with the minimum bid price rule and maintain its Nasdaq National Market listing.

     The Company also announced today that it has completed its previously announced one-for-five reverse stock split. The reverse stock split was proposed, among other matters, to enable the Company to comply with the Nasdaq minimum bid price rule and was approved by the Company’s stockholders on December 12, 2005 at a special meeting of stockholders.

     The reverse stock split caused every five shares of the Company’s outstanding common stock to convert automatically into one share of common stock. As a result, upon the effective time of stock split, the number of the Company’s shares outstanding decreased by one-fifth and the price of the Company’s common stock increased by five times. Effective upon the opening of the market on December 22, 2005, the Company’s shares of common stock will trade on a post-reverse stock split basis on The Nasdaq National Market.

     La Jolla Pharmaceutical Company is a biotechnology company developing therapeutics for antibody-mediated autoimmune diseases and inflammation afflicting several million people in the United States and Europe. The Company is developing Riquent ^® for the treatment of lupus kidney disease, a leading cause of sickness and death in patients with lupus. The Company is also developing small molecules to treat various other autoimmune and inflammatory conditions. The Company’s common stock is traded on The Nasdaq Stock Market under the symbol LJPC. For more information about the Company, visit its Web site: http://www.ljpc.com.

     Except for historical statements, this press release contains forward-looking statements. These forward-looking statements involve risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results or events to differ materially from those anticipated. Readers are cautioned to not place undue reliance upon forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date hereof. Interested parties are urged to review the risks described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and in other reports and registration statements that we file with the Securities and Exchange Commission from time to time.