UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): /X/ Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q
/ /Form N-SAR LJ / /Form N-CSR
For Period Ended: 12/31/05
/ /Transition Report on Form 10-K
/ /Transition Report on Form 20-F
/ /Transition Report on Form 11-K
/ /Transition Report on Form 10-Q
/ /Transition Report on Form N-SAR For the Transition Period Ended:
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Read instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
NOT APPLICABLE
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PART I -- REGISTRANT INFORMATION
LIGAND PHARMACEUTICALS INCORPORATED
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Full Name of Registrant
NOT APPLICABLE
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Former Name if Applicable
10275 SCIENCE CENTER DRIVE
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Address of Principal Executive Office (`Street and Number)
SAN DIEGO, CA 92121
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule l2b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part Ill of this
form could not be eliminated without unreasonable effort or
expense
/ / (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form LII N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form l0-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 1
2b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, Il-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The annual report on Form 10-K of Ligand Pharmaceuticals Incorporated (the
"Company") for the period ended December 31, 2005 could not be filed with the
Securities and Exchange Commission on a timely basis without unreasonable effort
or expense due to the following reasons:
The Company announced that the filing of the Annual Report on Form 10-K for
fiscal year 2005 would be delayed to provide additional time to complete the
evaluation and audit of internal control over financial reporting required by
Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404 Review"). The SOX 404
Review was delayed as a result of the restatement of our consolidated financial
statements which did not conclude until late in 2005. The Company expects to
receive a disclaimer of opinion, i.e., the non-expression of an opinion, related
to management's assessment of internal control over financial reporting and the
effectiveness of the Company's internal control over financial reporting. The
Company also expects to report material weaknesses in internal control over
financial reporting when the Form 10-K is filed.
The Company has provided additional information concerning the status of
its SOX 404 Review and the Company's current expectations on this and related
topics in a press release issued after the market close on March 16, 2006, a
copy of which was filed by the Company as an exhibit to its current report on
Form 8-K filed with the SEC on March 16, 2006.
PART IV - OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Warner R. Broaddus (858) 550-7500
____________________ ______________ _________________
(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No/ /
3. Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes /X/ No/ /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Preliminary unaudited results of operations for fiscal year 2005, and
comparisons of those results to prior periods, along with a preliminary
discussion of those results and comparisons, are included in the Company's press
release dated March 16, 2006 and its current report on Form 8-K filed with the
SEC on March 16, 2006. The 2005 and the fourth quarter 2005 financial data and
discussions presented in the press release are preliminary, unaudited, and
unreviewed by BDO Seidman, LLP ("BDO"), the Company's independent public
accountants. Consequently, they should be viewed as reflecting the Company's
current expectations with due regard to items still to be completed as discussed
in the press release. Since the completion of the integrated audit required by
the PCAOB's Audit Standard No. 2 for fiscal year 2005 is still ongoing, the 2005
financial data provided in this press release is subject to change and the
changes, individually or in the aggregate, may be material to the Company's
consolidated financial position, results of operation, or liquidity.
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LIGAND PHARMACEUTICALS INCORPORATED
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date MARCH 16, 2006
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By /S/WARNER R. BROADDUS
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Warner R. Broaddus
General Counsel, Vice President & Secretary