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): March 17, 2005
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On March 17, 2004, Ligand Pharmaceuticals Incorporated (Nasdaq:LGND)
filed with the Securities and Exchange Commission and the NASDAQ Stock Market a
Form 12b-25, notifying the Commission and NASDAQ that the Company's report on
Form 10-K for the year ended December 31, 2004 could not be timely filed. The
Company did not represent in its Form 12b-25 that it would be able to file its
2004 Form 10-K by March 31, which is required by SEC rules to obtain a 15-day
extension of the filing deadline. The Company does not believe at this time that
it will be able to file its 2004 Form 10-K by that date. As a result of its
failure to file the 2004 Form 10-K by March 16, 2005 and to request the 15-day
extension, the Company is no longer in compliance with conditions for the
continued listing of the Company's common stock on the NASDAQ Stock Market under
NASDAQ Marketplace Rule 4310(c)(14). The Company expects to request and
participate in a hearing before a NASDAQ panel regarding its compliance with the
listing standards.
A copy of the press release is attached as Exhibit 99.1 hereto and is
hereby incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
Ligand Pharmaceuticals Incorporated (Nasdaq:LGND) announced today that
it will delay the filing of its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.
A copy of the press release is attached as Exhibit 99.1 hereto and is
hereby incorporated herein by reference.
ITEM 9.01 EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release of the Company dated March 17, 2005
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 : March 17, 2005 By: /S/WARNER BROADDUS
Name: Warner Broaddus
Title: Vice President, General Counsel & Secretary