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| LGND > SEC Filings for LGND > Form 8-K on 27-Mar-2009 | All Recent SEC Filings |
27-Mar-2009
Change in Directors or Principal Officers, Temporary Suspension of Tra
On March 27, 2009, Ligand Pharmaceuticals Incorporated ("Ligand" or the
"Company") entered into a Separation Agreement (the "Separation Agreement") with
Zofia E. Dziewanowska, M.D., Ph.D., the Company's Vice President, Clinical
Research and Regulatory. Pursuant to the Separation Agreement, Dr.
Dziewanowska's employment with the Company will terminate as of March 31, 2009,
as part of a realignment of staff and corporate responsibilities following
Ligand's recent acquisition of Pharmacopeia, Inc.
The Separation Agreement provides Dr. Dziewanowska with the following benefits:
(1) she will receive a cash lump sum payment of $499,200, (2) the Company will
continue to pay a portion of her healthcare insurance premiums for 12 months
following her termination date (or until she accepts employment with another
employer providing comparable benefits) such that her premiums are the same as
for active employees, (3) all of her unvested stock awards will vest in full,
and (4) she will have an extended period of time during which to exercise her
vested stock options following her termination of employment. The foregoing
benefits will be provided in exchange for a general release of claims by Dr.
Dziewanowska in favor of the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Separation Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2009.
On March 27, 2009, Ligand sent a notice to its directors and executive officers informing them of a blackout period that is being imposed in connection with the merger of the Employee Tax Deferred Savings Plan of Pharmacopeia, Inc. (the "Pharmacopeia Plan") into Ligand's Section 401(k) Savings/Retirement Plan effective May 1, 2009 (the "Merger").
Ligand's directors and executive officers were informed that a blackout period
with respect to the Pharmacopeia Plan is expected to begin at 4:00 p.m., Eastern
Time, on April 27, 2009, and expected to end during the week of May 25, 2009.
Such blackout period for Pharmacopeia Plan transactions is being implemented in
connection with the Merger. Such blackout period is necessary for the
Pharmacopeia Plan's trustee to process and implement the Merger. During such
blackout period, participants in the Pharmacopeia Plan will be temporarily
unable to (1) direct or diversify investments in their individual account,
(2) take distributions (including final distributions) of money invested in the
Pharmacopeia Plan, and (3) take loans of money under the Pharmacopeia Plan.
Since the Pharmacopeia Plan blackout period may last for more than three
business days, there must be a corresponding blackout period applicable to
directors and executive officers of Ligand. Pursuant to the requirements of
Section 306 of the Sarbanes-Oxley Act of 2002, during this corresponding trading
blackout period, Ligand directors and executive officers will be generally
prohibited from engaging in transactions involving Ligand common stock and
related equity securities acquired in connection with their service to Ligand.
A copy of the trading blackout notice to Ligand's directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the trading blackout period and for a period of two years after the ending date of the trading blackout period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the trading blackout period by contacting Ligand's General Counsel at (858) 550-7500, to whom all inquiries regarding the trading blackout period should be directed.
In connection with the announcement by Ligand that it has earned a milestone payment as a result of Pfizer, Inc. ("Pfizer") having received approval from the European Medicines Agency for FABLYN ® (lasofoxifene tartrate) Tablets, the Company issued a press release on March 24, 2009. A copy of this press release is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On March 24, 2009, the Company announced that its partner, Pfizer has received approval from the European Commission for FABLYN (lasofoxifene) Tablets, a selective estrogen receptor modulator (SERM) for the treatment of osteoporosis in post-menopausal women at increased risk of fracture. FABLYN was submitted for approval in Europe in January 2008. This is the first regulatory approval for FABLYN, a product that stems from a 1991 research collaboration with Ligand.
As a result of the first approval of FABLYN in a major market, Ligand has earned a $3 million milestone payment. Pursuant to the 1991 research agreement and 1996 settlement agreement with Pfizer, Pfizer has elected to pay the milestone payment by returning 323,338 shares of stock it owns in Ligand. The shares are valued as of the date of the settlement agreement adjusted for Ligand's 2007 return of capital paid to Ligand shareholders. After the payment of this milestone, Pfizer owns a remaining 674,230 shares in Ligand.
(d) Exhibits.
Exhibit No. Description
99.1 Important Notice Concerning Limitations on Your Trading in Ligand
Pharmaceuticals Incorporated Securities During Special Blackout
Period, dated March 27, 2009.
99.2* Press Release of the Company dated March 24, 2009.
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* The information in Exhibit 99.2 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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