SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 4)*
Under the Securities Exchange Act of 1934
LIGAND PHARMACEUTICALS INCORPORATED
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
53220K 20 7
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 53220K 20 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Elan Corporation, plc
I.R.S. Employer Identification No.: NA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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7 SOLE VOTING POWER
NUMBER OF 11,114,736
SHARES ___________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING ___________________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
11,114,736
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,114,736
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% (based upon outstanding common stock as of October 31,
1999)
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Amendment No. 4 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on January 6, 1999, as amended by the
Schedule 13D/A1 filed with the Commission on July 27, 1999, as amended by the
Schedule 13D/A2 filed with the Commission on July 29, 1999, as amended by the
Schedule 13D/A3 filed with the Commission on September 10, 1999 (the "Schedule
13D"), with respect to the Common Stock, $0.001 par value ("Common Stock"), of
Ligand Pharmaceuticals Incorporated (the "Issuer"), a Delaware corporation,
whose principal executive offices are located at 10275 Science Center Drive, San
Diego, California 92121.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is restated in its entirety as follows:
Pursuant to a Stock Purchase Agreement, dated as of September 30, 1998, by
and between the Issuer and Elan International Services, Ltd., a wholly-owned
subsidiary of Elan ("EIS"), EIS acquired 1,278,970 shares of Common Stock (the
"First Shares") on September 30, 1998 for an aggregate cash purchase price of
$14,900,000.50.
Pursuant to a Securities Purchase Agreement, dated as of November 6, 1998,
by and among the Issuer, EIS and Elan (the "Purchase Agreement"), on November 9,
1998, EIS acquired (i) 437,768 additional shares of Common Stock (the "Second
Shares") for an aggregate cash purchase price of $5,099,997.20 and (ii) zero
coupon convertible senior notes due 2008 of the Issuer with an 8.0% per annum
yield to maturity (the "Notes") at an issue price of $30,000,000 (the "Initial
Notes"). The issue price plus all accrued interest on the Initial Notes is
convertible into Common Stock of the Issuer at any time at the option of EIS at
a conversion price of $14.00 per share.
Pursuant to a Development, License and Supply Agreement, dated as of
November 6, 1998 (the "License Agreement"), by and between the Issuer and Elan,
on November 9, 1998, Elan acquired (i) 429,185 additional shares of Common Stock
of the Issuer (the "Third Shares") and (ii) additional Notes of the Issuer (the
"Second Notes") with an issue price of $10,000,000, in each case, in lieu of
certain cash license fees payable by the Issuer to Elan pursuant to the License
Agreement. The issue price plus all accrued interest on the Second Notes is
convertible into Common Stock of the Issuer at any time at the option of Elan at
a conversion price of $14.00 per share.
Pursuant to the Purchase Agreement, on July 14, 1999, EIS acquired
additional Notes of the Issuer (the "Third Notes") with an issue price of
$40,000,000. The issue price plus all accrued interest on the Third Notes is
convertible into Common Stock of the Issuer at any time at the option of EIS at
a conversion price of $14.00 per share.
On August 13, 1999, EIS, Elan and the Issuer executed an amendment to
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the Purchase Agreement (the "Letter Agreement"). Among other things, the Letter
Agreement (i) removed certain limitations on the Company's use of proceeds from
the sale of any Additional Notes issued after August 13, 1999; (ii) revised the
formula used to calculate the conversion price of Notes issued after August 13,
1999; and (iii) extended the period during which the Issuer may request that EIS
purchase additional Notes to December 31, 2000.
Pursuant to the Purchase Agreement, as amended by the Letter Agreement, on
August 31, 1999 EIS acquired additional Notes of the Issuer (the "Fourth Notes"
and, together with the First Shares, the Second Shares, the Third Shares, the
Initial Notes, the Second Notes and the Third Notes, the "Securities") with an
issue price of $20,000,000. The issue price plus all accrued interest on the
Fourth Notes is convertible into Common Stock of the Issuer at any time at the
option of EIS at a conversion price of $9.15 per share.
Pursuant to the License Agreement, on December 10, 1999 Elan acquired
498,504 additional shares of Common Stock of the Issuer (the "Fourth Shares") in
lieu of certain cash license fees payable by the Issuer to Elan pursuant to the
License Agreement.
The First Shares, the Second Shares, the Initial Notes, the Third Notes and
the Fourth Notes were purchased by EIS with general corporate funds. None of
such funds were borrowed.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is restated in its entirety as follows:
Elan acquired the Securities for the purpose of making an investment in the
Issuer and in connection with the execution of the License Agreement.
Each of the Initial Notes, the Second Notes and the Third Notes are
convertible into Common Stock of the Issuer at the option of EIS or Elan, as the
case may be, at a conversion price of $14.00 per share. The number of shares of
Common Stock into which the Initial Notes, the Second Notes and the Third Notes
may be converted is based upon the quotient obtained by dividing the issue price
thereof plus all accrued interest thereon to the conversion date by $14.00.
The Fourth Notes are convertible into Common Stock of the Issuer at the
option of EIS or Elan, as the case may be, at a conversion price of $9.15 per
share. The number of shares of Common Stock into which the Fourth Notes may be
converted is based upon the quotient obtained by dividing the issue price
thereof plus all accrued interest thereon to the conversion date by $9.15.
The Issuer has granted to Elan and EIS certain registration rights for the
First Shares, the Second Shares, the Third Shares and the Fourth Shares and the
shares of Common Stock issuable upon conversion of the
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Initial Notes, the Second Notes, the Third Notes and the Fourth Notes.
Pursuant to and subject to the conditions set forth in the Purchase
Agreement, as amended by the Letter Agreement, at the Issuer's request, EIS
will, in its sole discretion, purchase additional Notes with an issue price of
up to $10,000,000 on or before December 31, 2000. Such Notes will be convertible
into Common Stock of the Issuer at the option of EIS at a conversion price equal
to the average of the closing prices of the Common Stock for the 20 consecutive
trading days immediately preceding the issue date of such Notes, plus a premium.
In addition, pursuant to the License Agreement, Elan may, at the option of the
Issuer, acquire additional shares of Common Stock in lieu of certain cash fees
which may become payable by the Issuer to Elan pursuant thereto upon the
achievement of certain milestones.
Other than as set forth above, neither Elan nor EIS has any present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The foregoing descriptions of the Purchase Agreement, the License Agreement
and the Letter Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text thereof. Copies of the Purchase
Agreement and the License Agreement were filed as Exhibits 1 and 2 to the
Schedule 13D filed with the Commission on January 6, 1999. A copy of the Letter
Agreement was filed as Exhibit 3 to the Schedule 13D/A3 filed with the
Commission on September 10, 1999. The Purchase Agreement, the License Agreement
and the Letter Agreement are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) of the Schedule 13D is restated in its entirety as follows:
(a) Elan is the beneficial owner of 11,114,736 shares of Common Stock, or
approximately 19.8%, of the outstanding shares of Common Stock (based upon the
outstanding shares of Common Stock as of October 31, 1999, the shares of Common
Stock issuable upon conversion of the Initial Notes, the Second Notes, the Third
Notes and the Fourth Notes). To the best knowledge of Elan, no other person
named in Item 2 above beneficially owns any shares of Common Stock of the
Issuer.
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Item 7. Items to be Filed as Exhibits.
Exhibit 11 Securities Purchase Agreement, dated as of November 6, 1998, by and
among Elan Corporation, plc ("Elan"), Elan International Services,
Ltd. and the Issuer.
Exhibit 2* Development, License and Supply Agreement, dated as of November 9,
1998, by and between Elan and the Issuer.
Exhibit 3* Letter Agreement, dated as of August 13, 1999, between Elan, EIS and
the Issuer.
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* Previously filed.
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<PAGE>
Signature
The undersigned certifies that, after reasonable inquiry and to the best of
its knowledge and belief, the information set forth in this statement is true,
complete and correct.
December 17, 1999
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
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Name: William F. Daniel
Title: Group Financial Controller
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Schedule A to the Schedule 13D is restated in its entirety as follows:
Schedule A
The (a) name, (b) business address, (c) principal occupation or employment
and the organization in which such occupation or employment is conducted and (d)
citizenship of each director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully) and
officer of Elan Corporation, plc ("Elan") are set forth in the following table:
1. (a) Donal J. Geaney
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Director, Chairman of the Board and Chief Executive Officer of Elan
(d) Ireland
2. (a) John Groom
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Director, President and Chief Operating Officer of Elan
(d) United Kingdom
3. (a) Thomas G. Lynch
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Director, Executive Vice President and Chief Financial
Officer of Elan
(d) United Kingdom
4. (a) William F. Daniel
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Group Vice President, Finance and Group Controller of Elan
(d) Ireland
5. (a) Mark A. Pearson
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Partner, McCann FitzGerald; Secretary of Elan
(d) Ireland
The (a) name, (b) business address, (c) principal occupation or employment
and the organization in which such occupation or employment is conducted and (d)
citizenship of each director (other than Messrs. Geaney, Groom, and Lynch) are
set forth in the following table:
1. (a) Garo A. Armen, Ph.D.
(b) 630 Fifth Avenue, Suite 2167, New York, New York 10111
(c) Managing General Partner, Armen Partners, L.P.; Chairman of the Board
and Chief Executive Officer of Antigenics, LLC
(d) United States
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2. (a) Brendan E. Boushel
(b) 9 Upper Mount Street, Dublin 2, Ireland
(c) Retired
(d) Ireland
3. (a) Laurence G. Crowley
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Executive Chairman, Michael Smurfit Graduate School of Business of
University College Dublin
(d) Ireland
4. (a) Alan R. Gillespie, Ph.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Chief Executive Officer, Commonwealth Development Corporation
(d) United Kingdom
5. (a) Kieran McGowan
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place
Dublin 2, Ireland
(c) Retired
(d) Ireland
6. (a) Kevin McIntyre, M.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Associate Clinical Professor of Medicine at Harvard Medical School
(d) United States
7. (a) Kyran McLaughlin
(b) Davy House, 49 Dawson Street, Dublin 2, Ireland
(c) Joint Chief Executive, Davy Stockbrokers
(d) Ireland
8. (a) Dennis J. Selkoe, M.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Professor of Neurology and Neuroscience at Harvard Medical
School
(d) United States
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9. (a) Richard L. Thornburgh
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(C) Counsel to the law firm of Kirkpatrick & Lockhart LLP
(d) United States
10. (a) Daniel P. Tully
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Retired
(d) United States
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Exhibit Index
Exhibit No. Exhibit
12 Securities Purchase Agreement, dated as of November 6, 1998, by and
among Elan Corporation, plc, Elan International Services, Ltd. and
Ligand Pharmaceuticals Incorporated.
2* Development, License and Supply Agreement, dated as of November 9,
1998, by and between Elan Corporation, plc and Ligand Pharmaceuticals
Incorporated.
3* Letter Agreement, dated as of August 13, 1999, between Elan
Corporation, plc, Elan International Services, Ltd. and Ligand
Pharmaceuticals Incorporated
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* Previously filed.
