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): February 17, 2012

LA JOLLA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

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

4370 La Jolla Village Drive, Suite 400, San Diego, California 92122

(Address of Principal Executive Offices) (Zip Code)

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

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 (see General Instruction A.2. below):

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

On February 17, 2012, La Jolla Pharmaceutical Company (the “Company”) amended its Certificate of Incorporation to effect a 1-for-100 reverse split of its outstanding common stock (the “Reverse Split”). The Reverse Split was approved by the Company’s Board of Directors, pursuant to authority delegated to the Board by the Company’s stockholders on August 12, 2010. The Reverse Split was effected with the filing of a Certificate of Amendment with the Delaware Secretary of State (the “Certificate of Amendment”). No fractional shares will be issued in the Reverse Split and stockholders will instead be entitled to receive the cash value of any fractions of shares that would have been issued as a result of the Reverse Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

On March 30, 2011, the Company filed a Certificate of Designations, Preferences and Rights of Series C-1¹ Convertible Preferred Stock, Series C-2¹ Convertible Preferred Stock, Series D-1¹ Convertible Preferred Stock and Series D-2¹ Convertible Preferred Stock (collectively, the “Preferred Stock”) with the Secretary of State of the State of Delaware. No shares of the Preferred Stock are currently outstanding and the Company is permitted under the Delaware General Corporation Law to file a certificate of elimination to remove from its certificate of incorporation references to any class or series of stock when no shares of that class or series of stock remain outstanding. Accordingly, on February 21, 2012, the Company filed a Certificate of Elimination of the Preferred Stock with the Secretary of State of Delaware. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment
3.2	Certificate of Elimination of Series C-11 Convertible Preferred Stock; Series C-21 Convertible Preferred Stock; Series D-11 Convertible Preferred Stock and Series D-21 Convertible Preferred Stock

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: February 23, 2012	By:	/s/ George Tidmarsh
	Name: George Tidmarsh
	Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment
3.2	Certificate of Elimination of Series C-11 Convertible Preferred Stock; Series C-21 Convertible Preferred Stock; Series D-11 Convertible Preferred Stock and Series D-21 Convertible Preferred Stock

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

LA JOLLA PHARMACEUTICAL COMPANY

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

FIRST: That the Board of Directors of the Corporation has duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Restated Certificate of Incorporation of this Corporation, as amended, and declaring said amendment to be advisable;

SECOND: That the stockholders of the Corporation have duly approved said amendment by the required vote of such stockholders, such approval being in accordance with the terms of the Restated Certificate of Incorporation, as amended, and Sections 228 and 242 of the General Corporation Law of the State of Delaware;

THIRD: That the Restated Certificate of Incorporation, as amended, is hereby amended by adding the following provision to the end of the penultimate paragraph of Article Four:

“3. Stock Split. As of 12:01 A.M. (Eastern Time) on February 17, 2012 (the “Effective Time”), each issued and outstanding share of the Corporation’s Common Stock (the “Pre-Split Common Stock”) shall automatically and without any action on the part of the holder thereof be reclassified as and reduced to 1/100 of a share of Common Stock (such reduction of shares designated as the “Reverse Stock Split”). The par value of the Corporation’s Common Stock following the Reverse Stock Split shall remain $0.00001 per share. Each holder of a certificate or certificates of Pre-Split Common Stock shall be entitled to receive, upon surrender of such certificate or certificates to the Corporation’s transfer agent for cancellation, a number of shares equal to such holder’s Pre-Split Common Stock divided by 100, credited to book-entry accounts established for such holder by the Corporation’s transfer agent. No fractional shares will be issued in connection with the Reverse Stock Split and the Corporation shall instead pay in cash the fair value of fractional shares, determined as of the Effective Time, that otherwise would have been issued.”

FOURTH: The effective time of this Certificate of Amendment to the Restated Certificate of Incorporation, as amended, shall be 12:01 A.M. (Eastern Time) on February 17, 2012.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed on this 15^th day of February, 2012.

LA JOLLA PHARMACEUTICAL COMPANY
By:	/s/ George F. Tidmarsh
Name: George F. Tidmarsh, M.D., Ph.D.
Title: President, Chief Executive Officer and Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF ELIMINATION

OF

SERIES C-1¹ CONVERTIBLE PREFERRED STOCK; SERIES C-2¹ CONVERTIBLE PREFERRED STOCK; SERIES D-1¹ CONVERTIBLE PREFERRED STOCK AND SERIES D-2¹ CONVERTIBLE PREFERRED STOCK

OF

LA JOLLA PHARMACEUTICAL COMPANY

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

La Jolla Pharmaceutical Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation, by resolution duly adopted, authorized the issuance of four series of Preferred Stock: 11,000 shares of Series C-1¹ Convertible Preferred Stock, 22,000 shares of Series C-2¹ Convertible Preferred Stock, 5,134 shares of Series D-1¹ Convertible Preferred Stock and 10,868 shares of Series D-2¹ Convertible Preferred Stock (collectively, the “Preferred Stock”), par value $0.0001 per share and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on March 30, 2011, filed a Certificate of Designation with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware.

2. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued hereafter subject to said Certificate of Designation.

3. That the Board of Directors of the Corporation has adopted the following resolutions:

RESOLVED, that the Corporation is hereby authorized to exchange each share of Series C-1¹ Convertible Preferred Stock, par value $0.0001 per share (“Series C-1¹ Shares”), including fractional shares, for an equal number of shares of Series C-1¹ Shares.

RESOLVED, that the President, Secretary and any Vice President of the Corporation then in office (the “Authorized Officers”), are, and each of them acting singly is, authorized, in the name and on behalf of the Corporation, to execute a Certificate of Elimination of Series C-1¹ Convertible Preferred Stock, Series C-2¹ Convertible Preferred Stock, Series D-1¹ Convertible Preferred Stock and Series D-2¹

Convertible Preferred Stock (the “Certificate of Elimination”), with such execution and delivery being conclusive evidence of the approval of the terms and provisions of the Certificate of Elimination by this Board of Directors, and to file such Certificate of Elimination with the Secretary of State of the State of Delaware following the foregoing exchange of shares. That, accordingly, all matters set forth in the Certificate of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

IN WITNESS WHEREOF, La Jolla Pharmaceutical Company has caused this Certificate to be executed by its duly authorized officer on this 16^th day of February, 2012.

LA JOLLA PHARMACEUTICAL COMPANY

By: /s/ George F. Tidmarsh

Name: George F. Tidmarsh, M.D., Ph.D.

Title: President, Chief Executive Officer & Secretary