SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 11, 2004
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 5. Other Events And Required FD Disclosure
On August 11, 2004, the company announced that a purported class action
complaint had been filed on August 9, 2004 in the United States District Court
for the Southern District of California against Ligand Pharmaceuticals
Incorporated, its Chief Executive Officer and its Chief Financial Officer. The
complaint alleges that Ligand violated the Securities Exchange Act of 1934 by
failing to disclose, and by misrepresenting, certain material adverse facts
which allegedly were known to defendants or recklessly disregarded by them. The
plaintiff seeks unspecified damages on behalf of a purported class of purchasers
of Ligand's securities during the period from March 3, 2004 through August 2,
2004. The company is aware that similar actions have subsequently been filed
against the same defendants and anticipates that additional actions may be filed
in the future. Ligand believes that the allegations in the lawsuit are without
merit. Ligand intends to defend the case vigorously. The complaint has not yet
been served on the company.
Caution Regarding Forward-Looking Statements
This form 8-K contains certain forward-looking statements by Ligand that
involve risks and uncertainties and reflect Ligand's judgment as of the date of
this filing. These statements include those related to filing of future actions,
merits of the lawsuits and defenses to the allegations contained in the lawsuits
and the uncertainties of litigation. Actual events or results may differ from
Ligand's expectations. There can be no assurance that Ligand will successfully
defend any lawsuit, including any purported securities class action. Additional
information concerning these and other risk factors affecting Ligand's business
can be found in prior press releases as well as in Ligand's public periodic
filings with the Securities and Exchange Commission, available via Ligand's Web
site at www.ligand.com. Ligand disclaims any intent or obligation to update
these forward-looking statements beyond the date of this filing. This caution is
made under the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
Item 7. Exhibits
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release of the Company dated August 11, 2004
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 : August 11, 2004 By: /S/PAUL V. MAIER
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Name: Paul V. Maier
Title: Senior Vice President,
Chief Financial Officer