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 31, 2006
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)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Ligand Pharmaceuticals Incorporated (the “Company”) and David E. Robinson, Chairman, President
and Chief Executive Officer of the Company, entered into a Separation Agreement dated as of July
31, 2006 (the “Separation Agreement”) providing for his resignation as Chairman, President and
Chief Executive Officer of the Company. Under the Separation Agreement, Mr. Robinson will receive
his base salary and certain benefits for twenty–four months, payable in five equal monthly
installments beginning August 1, 2006 and ending December 1, 2006. In addition, all of his unvested
stock options and restricted stock will immediately vest and become exercisable, and all of his
stock options will be exercisable until January 15, 2007. In connection with the Separation
Agreement, Mr. Robinson executed a General Release of Claims in favor of the Company. The
Separation Agreement and the General Release of Claims are filed as Exhibits 10.1 and 10.2 hereof
and are incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The Separation Agreement referenced under Item 1.01 above by its terms provides for the
termination of Mr. Robinson’s Employment Agreement dated as of May 1, 1996 with the Company as of
July 31, 2006.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 1, 2006, the Company announced the resignation of David E. Robinson as Chairman,
President, Chief Executive Officer and as a director of the Company, effective July 31, 2006. The
Company also announced that current director Henry F. Blissenbach has been named Chairman and
interim Chief Executive Officer of the Company, effective immediately.
Dr. Blissenbach, age 63, has served on the Company’s Board of Directors since May 1995, and
recently retired as President and Chief Executive Officer of BioScrip, Inc., a publicly-held
specialty drug distribution company, a position he held from March 2005 until June 2006. From July
2000 until March 2005, he was Chairman and Chief Executive Officer of Chronimed, Inc., a
prescription drug distribution company, and prior to that time, he served as President and Chief
Operating Officer of Chronimed.
In a related action, the Company’s Board of Directors appointed current director John W.
Kozarich, Ph.D. to the Audit Committee of the Company’s Board of Directors, to replace Dr.
Blissenbach due to his appointment as interim Chief Executive Officer. In addition, Dr. Alexander
D. Cross has replaced Dr. Blissenbach on the Compensation Committee and the Nominating Committee,
and John Groom has been named Chairman of the Compensation Committee.
The Company has agreed to pay Dr. Blissenbach $75,000 per month, commencing August 1, 2006,
subject to cancellation by either party on thirty days’ notice, for his services as Chairman and
interim Chief Executive Officer. In addition, Dr. Blissenbach will be eligible to receive incentive
compensation of up to 50% of his base salary, but not more than $150,000, based upon his
performance of certain objectives to be agreed upon and incorporated into an employment agreement
which the Company and Dr. Blissenbach expect to be entered into shortly. Also, Dr. Blissenbach will
receive a special stock option grant to purchase 150,000 shares of the Company’s common stock at an
exercise price equal to the closing price of the Company’s common stock on August 3, 2006 as
reported on The NASDAQ Global Market. These stock options will vest 50% at the end of six months
and the remaining 50% will vest at the end of one year, except that all of these stock options will
vest upon the appointment of the new Chief Executive Officer. Finally, the Company will reimburse
Dr. Blissenbach for all reasonable expenses incurred in discharging his duties as interim Chief
Executive Officer, including, but not limited to commuting costs to San Diego and living and
related costs during the time he spends in San Diego.
Dr. Blissenbach was not selected pursuant to any arrangement or understanding between him and
any other person. There are no family relationships between Dr. Blissenbach and any of the
Company’s other directors or executive officers. There have been no related party transactions
between the Company and Dr. Blissenbach reportable under Item 404(a) of Regulation S-K.